Terms & Conditions

Site Terms and Conditions

Please read these terms of use carefully before you start to use the Website. By accessing the Website, you indicate that you accept the terms of use and that you agree to be bound by the Terms. If you do not agree to the Terms, please refrain from using the website.

1. Who we are

We are Magics Technologies NV, a company registered in Belgium, with registered seat in Cipalstraat 3, registered with Commercial Tribunal of Turnhout under registration number 2.244.153.792. (“we” or “us” or “Our”).

If you have any questions, complaints or comments on the website then you may contact us on contact@magics.tech use the “Contact us” feature on the Website or use the alternative e-mail addresses mentioned on the website.

Our VAT number is BE0634.891.526

2. Access and Registration

Access to the Website is permitted and we reserve the right to withdraw or amend the website without notice to you. We will not be liable if for any reason the website is unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to the website. You are also fully responsible for ensuring that any person who has access to the Website through your internet connection is aware of these terms, and that they comply with them.

3. Intellectual property rights

We are the owner or the licensee of all intellectual property rights of the website and in the material published on it, including, without limitation, trademarks, logos, graphics, photographs, animations, signage, livery, get-up, videos, stationery, publications, reports, and text. Those works are protected by the copyright laws of Belgium, international copyright treaties and all other applicable copyright and intellectual property laws around the world.

Your use of the website and its contents does not grant you any rights to our intellectual property or the intellectual property of third parties in the website and its contents.

Other than as expressly permitted in these terms, You may not copy, reproduce, republish, download, post, broadcast, record, transmit, commercially exploit, edit, communicate to the public or distribute in any way the services, web pages or materials on the Website or the computer codes of elements comprising the website.

In downloading or printing any content from the Website, You must not remove or amend any trademark, copyright notice or other proprietary notice, legend or restriction including product identification details from any of the material or information contained on pages of the website. In addition, You are not allowed to modify, in any way, the paper or digital copies of any materials you have printed or downloaded, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

You must not use any part of the materials on the website for commercial purposes without obtaining a licence to do so from us or our licensors. You may not copy or republish any such information in any other manner without our prior written consent. Contact: contact@magics.tech for approval.

Any use other than that permitted under this paragraph 3 may only be undertaken with our prior express authorisation.

If you print, copy or download any part of the website in breach of these terms, Your right to use the website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Any unauthorised downloading, re-transmission or other copying or modification of any of the contents of the website may be in breach of statutory or common law rights which could be the subject of legal action.

Magics Technologies is a registered trademark and is registered in certain jurisdictions. In addition, certain words, phrases, logos, icons, graphics or designs used on the pages of the Website may constitute our trade names or unregistered trademarks of ours. The display of any of the above trade names or trademarks on the website does not imply that any licence has been granted to you.

We reserve to right take any action to prevent the unauthorised use of our intellectual property rights.

Unless otherwise stated, third parties (e.g. business partners, government departments, customers and associates) who publish their content on the Website retain full copyright ownership of their material.

All third party product or company names, devices, logos, icons, graphics or designs referred to on the Website are or may be trademarks of their respective owners and are exhibited in good faith and in such a manner as intended to be for the benefit of such trademark owners.  We do not give permission for their use by any person other with the consent of their owners.  Any such use without consent may constitute an infringement of the owner’s rights. The appearance or absence of any third party products, services, companies, organisations, home pages or other websites on the Website does not imply any endorsement or non-endorsement by us.

4. Your use of the website or visitor material and conduct

You agree that in using the Website (or any part thereof) you will not:

• use the website in any way that may lead to the encouragement, procurement or carrying out of any criminal or unlawful activity;
• transfer files to or through the website that contain viruses, trojans, worms or anything else that is malicious or technologically harmful or that may interfere with, interrupt or disrupt the normal operation of the website;
• introduce or transfer through the website material that is defamatory, libellous, obscene, offensive, threatening, menacing or blasphemous, or material that may cause annoyance inconvenience or needless anxiety;
• use the website in a way to cause it to be interrupted, damaged, rendered less efficient or in a way so that the effectiveness or functionality of the website is impaired;
• use the website in a manner that infringes the rights of another person, firm or company (including, without limitation, intellectual property rights, confidentiality rights or rights of privacy);
• do anything that would seek to bypass or interfere with any security features of the website, or interfere with any of our websites, servers, or networks;
• attempt to gain unauthorised access to any part or component of the website, the server on which the website is stored or any server, computer or database connected to the website; and
• upload files which contain an active hypertext link to another website.
• In the event that you have a claim against another user of the website arising out of that user’s use of the website, you agree to pursue such right, claim or action independently of and without recourse to us.

5. Your legal obligations/your promises to us

You confirm that:

• all information and details provided by you to us (including on registration, if applicable) are true, accurate and up to date in all respects and at all times;
• you will comply with the restrictions on your use of the website as set out in paragraph 4 and as set out elsewhere in these terms; and
• in relation to any material submitted to the website, you have the right to do so and have obtained all necessary licences and or approvals
• you agree to compensate us from any claim or damages (including any legal fees in relation to such claim or damages) made by a third party in respect of any matter in relation to or arising from your use of the website including any breach or suspected breach of these terms or your violation of any law or the rights of a third party.

6. Submission of information

Any ideas, suggestions, comments, reviews, concepts, know-how, information, techniques, text, photos, graphics or other content (“Materials”) that you submit or upload to the website will be considered non-confidential and non-proprietary.

By submitting any materials to us, you warrant and represent that it will not:

• be defamatory, libellous, obscene, offensive, threatening, menacing or blasphemous, or material that may cause annoyance inconvenience or needless anxiety;
• impersonate any person or entity, including without limitation any of our employees, associates, principals or directors nor misrepresent or falsely state Your affiliation with any person or entity;
• infringe the legal rights of any other person (including any rights of privacy or confidentiality)
• infringe any copyright, trademark, trade secret, design right, patent or other intellectual property or proprietary right of any kind wherever in the world;
• offer to sell, advertise, promote or solicit any goods or services for any commercial purpose, or otherwise engage in any commercial activity; and
• falsify or delete any author attributions, or otherwise remove any proper legal or proprietary notices or designations in any material that is submitted.

By submitting materials to us via the Website, you grant us an unrestricted, world-wide, royalty-free, irrevocable licence to use the Materials at our own discretion for any purpose including, without limitation, use, reproduce, display, adapt, modify, transmit, disclose, distribute to third parties and commercially exploit the Materials in any medium together with an unrestricted right to use any ideas, concepts, know-how or techniques contained in the Materials for any purpose. You also, save as permitted by law, waive any moral rights in the same.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of the website.

We reserve the right to monitor, inspect and remove (without liability to you) any materials or posting you make on the website, if, in absolute our opinion, such material does not comply with the content standards set out in our acceptable use policy or is in breach of these terms. We also have the right to disclose your identity to any third party who is claiming that any materials posted or uploaded by you to the website is an infringement of their intellectual property rights or of their right to privacy.

7. Indemnity

You agree to indemnify us against all claims, liability, damages, losses, costs and expenses, (including legal fees), suffered by us and arising out of any breach of the terms by you (including in relation to any materials submitted by you) or any other liabilities arising out of your use of the or the use by any other person accessing the website using your internet account.

8. Our legal obligations and limits on liability

We do not accept any liability for:

• damage to your computer system or loss of data or other proprietary material that results from your use of the website or in connection with your downloading of any material posted on it, or on any website linked to it, unless such damage results from our negligence; and
• any loss, damage, expense, costs, delay or other liability whatsoever (including without limitation any financial losses such as loss of profit) which you may incur as a result of any event beyond our reasonable control (including without limitation any failure of transmission, communication, computer or other facilities or your inability to access the website for any reason or any failure, error or delay in the sending or receiving of any notice or communication or instruction through the post or any electronic medium).
• Whilst we use all reasonable endeavours to correct any errors or omissions as soon as practicable once they have been brought to our attention, we do not promise that the information on the website itself will be free from errors or omissions.
• We do not promise that the website will be available uninterrupted and in a fully operating condition and we cannot guarantee that any files that you download are free from viruses, contamination or destructive features.

Access to the website may be suspended and without notice in the case of system failure, maintenance or repair or for reasons reasonably beyond our control.

All content on the website is provided on an ‘as is’ and ‘as available’ basis. We do not make any representation or make any promise (whether express or implied) in respect of the website or its content, including, without limitation, its accuracy, any advice given and statements made on or via the website or forward-looking statements. Therefore, we disclaim all liability and responsibility arising from any reliance placed on such materials by you or any visitor to the website, or by anyone who may be informed of any of its contents. Any decisions or action taken by you on the basis of information provided on or via the website are at your sole discretion and risk and you should obtain professional advice where necessary. Nothing in this paragraph 8 shall restrict your statutory rights (including Your rights to receive a reasonable standard of service).

9. Linking to the website

You may establish a link to the Website provided that:

• the link is to a website owned by You;
• the link is fair and legal and does not damage Our reputation or take advantage of it;
• the link does not suggest any form of association, approval or endorsement on Our part where none exists;
• You do not remove or obscure advertisements, copyright notices or any other proprietary, legal or trademark notices on the Website; and
• the Website is not be framed on any other site.

To establish a link to the Website, You must give us prior written notice of such link by sending an e-mail message to us at contact@magics.tech.

We reserve the right to withdraw your linking permission without notice and you must immediately stop providing links to the website if so notified by us.

10. Links to third party websites

We may provide links to other websites from time to time (via advertising or otherwise). We do not supply reciprocal links to third party websites solely because they have linked to us. These links are provided for your ease of reference and information only. We do not control such third party websites and are not responsible for their contents. Our inclusion of links does not imply any endorsement of the material contained in such websites or any association with their operators. You acknowledge that We will not be party to any transaction or contract with a third party that you may enter into and we shall not be liable to You in respect of any loss or damage which You may suffer by using those websites. You agree that you will not involve us in any dispute between you and the third party.

11. Security and privacy

We process information about you in accordance with our privacy statement. You must read our privacy statement which contains important information about the use of your personal data other information regarding your privacy and our security processes and policies, and which forms part of these terms. By using the website you consent to such processing and you warrant that all data provided by you is accurate.

The terns of conditions changes over time.
This policy was updated on 17/02/2022.

Sales Terms & Conditions

1. Definitions  

‍For the purpose of these General Terms and Conditions of Sale (hereinafter the “Conditions”), the following terms shall have the meaning set forth below:

• “Magics Technologies”: means the Belgian public limited company “Magics Technologies”, with its registered office at Cipalstraat 3, 2440 Geel, Belgium, registered in the RLE of Antwerp, division Turnhout, under number 0634.891.526 and known to the VAT-administration under number BE 0634.891.526 or any of its Affiliates selling the Products to the Customer.
• “Affiliate”: means any corporation, association, or other entity that directly or indirectly owns, is owned by, or is under common ownership with a Party, either currently or during the term of this Agreement. As used in this definition, the terms “owns”, “owned”, or “ownership” mean the direct or indirect possession of more than fifty percent (50%) of the voting securities, income interest, or a comparable equity in such business entity.
• “Customer”: means a legal entity who purchases the Products from Magics Technologies.
• “Party/Parties”: means Magics Technologies and/or Customer.
• “Purchase Order”: means the form used by Customer to order Products from Magics Technologies.
• “Order Confirmation”: means the written confirmation of a Purchase Order by Magics Technologies.
• “Products”: means any products and/or services of Magics Technologies, purchased by Customer and to be supplied and/or rendered by Magics Technologies in accordance with the terms of the Agreement.
• “Force Majeure”: means any event creating the impossibility for a Party to perform one or more of its obligations under the Agreement and that arises out or is attributable to acts, occurrences, accidents or other circumstances which are unforeseeable and beyond the control of that Party, including without limitation acts or restraints of governments or public authorities, legal restrictions, war, civil disturbances, earthquakes, floods, fire or other destructive events, epidemics, pandemics,  legal restrictions (embargo, etc.), complete or partial delays in the transport system, shortage of workers in general, labor strikes affecting Magics Technologies or elsewhere, breakdowns in the factory or failure of production, shortcomings or significant price increases by Magics Technologies’ suppliers.
• “Hardship”: means any unforeseeable event that renders the performance of the Agreement unreasonably burdensome for a Party and which is attributable to acts, occurrences, accidents or other circumstances beyond the reasonable control of the affected Party.
• “Invoice”: the demand of payment from Magics Technologies to the Customer with respect to the Products.
• “Agreement”: means the entire contractual relationship between the Parties, governed by (in hierarchical descending order) (i) a supply or purchase agreement signed by both Parties, (ii) an Order Confirmation issued by Magics Technologies, (iii) a Purchase Order accepted by Magics Technologies in writing, (iv) these Conditions, and (v) the applicable law.

2. Applicability

These Conditions shall apply to each order, quotation, sale and/or supply of Products of Magics Technologies to the Customer. No other terms or conditions proposed by the Customer are applicable, unless explicitly accepted in writing by Magics Technologies, in which case these Conditions will remain applicable in a supplementary manner.

3. Quotations and Purchase Orders

Magics Technologies’ quotations for Products are only valid for the duration specified on the quotation. If no duration is specified, the validity period is limited to thirty (30) days from its date of issuance. A Purchase Order shall only be binding on Magics Technologies upon Magics Technologies’ confirmation in writing of the order.  

4. Price

The price to be paid by the Customer for the Products is indicated in the Order Confirmation or, in the absence thereof, the quotation. Unless otherwise specified in the Order Confirmation, the prices are in Euro and net, excluding all taxes, fees or charges of any nature whatsoever, imposed currently or in the future by any federal, state, or other governmental authority upon or with respect to the sale, purchase, delivery, shipment, storage, processing, use or consumption of any of the Products covered hereby. In the event Magics Technologies is required to pay any such tax, fee or charge, Customer shall reimburse Magics Technologies.

5. Payment Terms

All Invoices are payable within thirty (30) calendar days from the Invoice date without any discount, suspension or set-off.  If payment of any amount due is not effected as agreed upon, Magics Technologies shall be entitled, without prejudice to any other rights, to charge, without any prior notice required, interest on any overdue amount until the day of settlement.  Such interest shall be calculated at the then current interest rate applied by the European Central Bank in main refinancing operations plus seven (7) percent per year. All collection expenses incurred by Magics Technologies are for the account of the Customer. Any payment delays entitle Magics Technologies to suspend any further deliveries of the Products to Customer, without Magics Technologies being liable for such suspension.

6. Delivery, Shipment and Risk Transfer

Unless otherwise agreed upon in writing between Parties, the Products will be delivered Ex Works Magic Technologies’ premises in Belgium (per Incoterms 2020 or equivalent by modification Incoterms 2020).  The risk of loss of or damage to the Products is always passed to Customer in the first possible instance in accordance with the applicable Incoterms 2020 definition. Legal ownership in the Products shall not be transferred to Customer until full payment of all amounts due. Any delivery schedule serves as an indication only and is based upon prompt receipt from Customer of all reasonably necessary and requested information. Magics Technologies shall use its reasonable efforts to deliver the Products according to the proposed indicative delivery schedule.  If the indicative delivery schedule is exceeded, Magics Technologies will notify the Customer of a reasonable additional period, without granting the Customer the right to terminate the Agreement, suspend its payment obligations, or claim liquidated or other damages. In any event, Magics Technologies is not liable for a failure to timely deliver the Products due to an act or omission of the Customer, or a situation of Force Majeure or Hardship.

7. Alterations

Magics Technologies has the right to make alterations to the Product features, price, delivery and payment period as laid down in the Agreement based on objectively justifiable circumstances reasonably requiring such changes and will notify the Customer thereof in writing. The Customer must communicate its objections in writing to Magics Technologies within a period of 14 calendar days to be calculated from the announcement of the alterations by Magics Technologies, in the absence of which Magics Technologies is authorized to carry through the alterations. In the event of reasonable and timely objection by the Customer, the Parties will engage in good faith discussions in accordance with the provisions regarding Hardship set forth in Article 14 of these Conditions.

8. Warranty

Magics Technologies warrants that the Products and documentation will meet the description and requirements determined in the Agreement. Unless explicitly stated otherwise in the Agreement, Magics Technologies provides no warranties, whether express or implied, regarding the merchantability and fitness for a particular purpose of the Products, even when specifically disclosed or requested by the Customer prior to entering into or during the Agreement. Customer shall examine the Products promptly upon delivery thereof.  Within fifteen (15) calendar days of such delivery, Customer shall notify Magics Technologies in writing via e-mail to quality@magics.tech of any complaint that the Customer may have concerning the Products delivered. If Magics Technologies has not received any notice of Customer within said 15-day period, the Products will be deemed accepted.

9. Limitation of Liability

Subject to the maximum extent permitted by applicable law and except in case of intent, wilful misconduct or gross negligence on part of Magics Technologies or its appointees:

1. Magics Technologies’ total maximal liability under the Agreement, both in contract as in tort, shall not exceed an amount equal the price effectively paid by the Customer for the specific Products which give rise to the claim; and
2. Magics Technologies is not liable for:
   1. any special, indirect, incidental or consequential damages of any nature whatsoever, including but not limited to loss of profits, loss of use and loss of goodwill and reputational damage;
   2. any damage arising from improper use or incorrect maintenance of the Products; and
   3. any damage that occurs after modifications or repairs to the Products by or on behalf of Customer or any third party.
      

The Customer will indemnify, defend and hold Magics Technologies harmless from and against any and all claims and procedures initiated by a third party, that might arise or result from any action or omission by the Customer in violation of the Agreement and/or any other applicable legal obligations. This indemnification obligation will cover all direct and indirect damages suffered by Magics Technologies (including its agents, contractors, directors, employees or representatives) as a result of any third party claim, including but not limited to losses, costs and expenses (including reasonable attorney fees), reputational damage etc.

Both Parties acknowledge and agree that if an employee of one Party causes damages to the other Party while performing this Agreement, the affected Party can only claim indemnification for such damages from the Party that employs the employee, even if the damages are caused by gross negligence of that employee. This waiver of a direct claim against such employee (should such claim exist under applicable law) will not apply to damages caused by fraud, intent or wilful misconduct of the employee.

10. Unilateral Price Reductions and Replacement of Defaulting Party

Parties agree that the sanctions included in articles 5.85 of the Belgian Civil Code regarding the unilateral replacement of a defaulting party (vervanging van schuldenaar) and 5.97 of the Belgian Civil Code regarding unilateral price reductions (eenzijdige prijsvermindering), including similar sanctions that exist under applicable law, will not apply to the Agreement.

11. Export

Magics Technologies and the Customer agree to comply with applicable Export Administration Law, regulations or the like ("EA Law") and agree to obtain necessary export licenses, if required by the EA Law. Magics Technologies and the Customer agree to reasonably cooperate with each other to ensure compliance with this clause. The Customer agrees to promptly inform Magics Technologies of any statutory rules that apply to the Agreement and the supply of the Products based on the final delivery location of the Products and/or the Customer’s registered address, which are known to the Customer or should reasonably be known to the Customer, for example, but not limited to, customs regulations, export licenses, trade sanctions, product certification, packaging and labelling, and safety and environment regulations. The Customer agrees to use and export the Products only as described in the written end-use certificate provided to Magics Technologies before entering into or during the Agreement. The Customer will indemnify, defend and hold Magics Technologies harmless from and against any and all claims and procedures initiated by a third party (including governmental authorities) that might arise or result from any use or export of the Products by the Customer beyond this written end-use certificate.

12. Intellectual Property Rights and Confidentiality

Notwithstanding the provisions of any other written non-disclosure agreement entered into by the Parties before or during the Agreement and except as required by law, Customer will not disclose to any third party, except to its own employees, on a need-to-know-basis, any information or data of a confidential nature disclosed by Magics Technologies (“Confidential Information”), nor will it use such Confidential Information other than in furtherance of a business relationship with Magics Technologies.  Any permitted disclosure shall include the requirement that the person to whom such Confidential Information is disclosed shall be subject to the same obligations of non-disclosure and restricted use, as contained herein.  All intellectual property rights in and to the Products are and remain the exclusive property of Magics Technologies. No patent or other intellectual property right, title, or license is granted to Customer, except as otherwise agreed. The Products may not be reproduced, multiplied, disclosed, decompiled, disassembled, reverse engineered or exploited either in whole or in part without the prior, written and express consent of Magics Technologies. Magics Technologies guarantees that all Confidential Information from the Customer brought to the knowledge of Magics Technologies researchers during their support mission will be held confidential and shall not be communicated to any party without the written consent of the Customer.

13. Termination

Without prejudice to any other rights and remedies available to it according to applicable law, Magics Technologies is entitled to terminate the Agreement by registered letter without any liability or obligation to pay compensation in case: (i) of nonpayment of an Invoice within fifteen (15) days after receiving a written notice of default sent by Magics Technologies via registered letter, (ii) the Customer files for bankruptcy or requests a postponement of payment, (iii) of declaration of bankruptcy, settlement or annulment, or (iv) a similar procedure is initiated due to which payment to Magics Technologies is ceased. Notwithstanding Customer’s right to terminate the Agreement for material breach by Magics Technologies under applicable law, the Agreement cannot be cancelled by the Customer without Magics Technologies’ prior written consent. In such case, where Magics Technologies approves a cancellation, Magics Technologies reserves the right to charge the Customer with reasonable costs based upon expenses already incurred, including, without limitation, any work done, material purchased and also including Magics Technologies’ usual overhead for a minimum amount of 30% of the total amount of the Invoice.

14. Force Majeure and Harship

A Party is not responsible or liable for any failure or delay in the performance of its obligations under the Agreement arising from Force Majeure or Hardship.

In the event of Force Majeure affecting Magics Technologies:

1. Magics Technologies shall promptly inform the Customer of the Force Majeure upon becoming aware of it;
2. Magics Technologies may, at its discretion and as applicable, propose a functional equivalent of the affected Products and/or temporarily suspend the execution of the Agreement; and
3. Customer may unilaterally and extrajudicially terminate the Agreement with immediate effect if the Agreement cannot be executed for longer than three (3) months because of Force Majeure.

In the event of Hardship affecting Magics Technologies it may, without giving rise to compensation, suspend the performance of its obligations under the Agreement as well as request the Customer to renegotiate the Agreement. If the Customer refuses negotiation or does not participate in good faith in these renegotiations as well as in the event no agreement is reached within thirty (30) calendar days as from Magics Technologies’ written request (may include e-mail) to renegotiate, Magics Technologies’ may at its discretion:

1. Request the competent arbitration tribunal to modify the Agreement; or
2. Unilaterally and extrajudicially terminate the Agreement with immediate effect.

15. Severability

In the event a provision of the Agreement should be void or invalid, this will not lead to the invalidity of the remaining provisions of the Agreement. Provisions that are affected by nullity or invalidity, will remain binding to the maximum extent legally allowed. The Parties undertake to replace said articles with valid articles that, to the nearest extent possible, correspond with the intentions of the Parties at the time of conclusion of the Agreement.

16. Entire Agreement

‍The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of the Agreement. The terms and conditions of the Agreement may be modified or amended only by written agreement executed by a duly authorized representative of both Parties hereto.

17. Non-waiver

‍Any failure or delay by Magics Technologies in exercising any right under the Agreement, any single or partial exercise of any right under the Agreement or any partial reaction or absence of reaction by Magics Technologies in the event of violation by the Customer of one or more of the provisions of the Agreement, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part), nor shall it preclude any further exercise of any such rights. Any waiver of a right by Magics Technologies must be express and in writing. If there is an express written waiver of a right by Magics Technologies, following a specific failure by the Customer, this waiver cannot be invoked by the Customer in favour of a new failure, similar to the prior one, or in favour of any other kind of failure/violation.

18. Survival

‍The provisions of the Agreement that are expressly or implicitly intended to survive termination, shall survive expiration or termination of the Agreement, including without limitation, the provisions relating to intellectual property rights, confidential information and limitation of liability.

19. Assignment

‍Magics Technologies may assign, transfer and/or subcontract the rights and obligations under this Agreement to any third party. The Customer is not allowed to assign or otherwise transfer any of its rights or obligations under the Agreement without Magics Technologies’ prior written and explicit consent.

20. Governing Law and Dispute Resolution

The Agreement shall be governed by and construed in accordance with the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG), and the laws of Belgium, with exclusion of all conflict of laws rules, in a supplementary manner. Any disputes arising out of or in connection with the Agreement shall as much as possible be settled amicably between the management of each Party, which managers shall have the necessary proxy to bind the company. If the dispute is not settled within a period of thirty (30) days after the negotiations between the managers of the Parties have started, the Parties hereby undertake to apply the CEPANI Mediation Rules. Unless otherwise agreed upon between the Parties, the place of the mediation shall be Brussels, Belgium and the proceedings shall be conducted in English. Should the mediation fail, the dispute shall be finally settled under the CEPANI Rules of Arbitration by one or three arbitrators appointed in accordance with the said Rules. The place of the arbitration shall be Brussels, Belgium. The arbitration shall be conducted in English.