Article 1: Applicability of these conditions
Unless otherwise agreed in writing, all offers made by WEIGHING & INSPECTION BELGIUM BVBA established in Maldegem (hereinafter:
the vendor) as well as all contracts concluded by the vendor (under whatever title such as among others and not
purchase, contracting of work, execution of orders, delivery or making available of goods, performance of services) as well as all agreements
all statements made or to be made within that framework shall be subject to these general terms and conditions which the other party (hereinafter the
purchaser) declares that he is familiar with and unreservedly accepts them as an integral part of the contract.
These general terms and conditions may be invoked by any person engaged by the seller within the framework of the performance of the contract against the buyer.
be invoked against the buyer.
By submitting an order to the seller, whatever the form of the latter, the buyer formally and irrevocably renounces
its own general or special terms and conditions of sale, if any, even if the order expressly refers to them and/or
these would be given primacy by the buyer.
Any general terms and conditions transmitted by the buyer to the seller at any time are herewith expressly rejected
as not applicable.

Article 2: Formation and content of the agreement, security, termination and short sale
1. Unless otherwise stipulated in writing, all offers made by the seller shall be without obligation and shall only become binding upon
conclusion of the agreement in accordance with these general terms and conditions of sale. The agreement between the seller and the
buyer is established by the unconditional acceptance by the buyer of the seller’s quotation or by the seller’s acceptance of the buyer’s order, whether or not in writing.
order of the buyer, whether in writing or not, without prejudice to the seller’s right to accept the non-binding quotation
for three working days after receiving the acceptance, to revoke it. If the seller sends a written confirmation, the
buyer is deemed to agree with its contents, if he has not sent written
sent comments to the seller within eight working days of the date. With regard to prices, payment and costs, the seller refers to the provisions of
article 5 of these terms and conditions of sale.
2. The order cannot be transferred to a third party without the seller’s express prior written consent.
3. Cancellation of a concluded agreement at the request of the buyer can only take place if the seller agrees in writing.
agreement. In the event of cancellation of the order by the buyer, the buyer shall in any case and irrespective of the seller’s written consent to the cancellation
written consent of the seller to the cancellation, he shall owe by way of damages a fixed and irrevocable amount of 15% of the
total purchase price (VAT, taxes, etc. included) without prejudice to the seller’s claim to the actual costs and loss of profit to the extent that
these are not covered by the aforementioned flat-rate compensation.
Commitments made by our employees, representatives, agents, appointees or delegates outside these general
conditions of sale bind us only upon our express written acceptance.

4. The (prospective) buyer shall bear the risk of erroneous transfer of data in case such transfer takes place orally; the
(prospective) buyer shall bear the burden of proof regarding the written transfer of data.
5. The buyer shall be solely liable for having all permits, exemptions, licences, … necessary for accepting delivery, or for putting the project into use.
accept delivery or to put into use the goods/services delivered/supplied by the seller. Failure to obtain and/or
possession of these necessary permits, exemptions, licences, etc. shall be for the sole account and risk of the buyer. The buyer
indemnifies the seller against all claims of third parties with which the seller would be confronted and/or all consequences which the seller would
the buyer does not have the required permits, exemptions, licences, etc. as referred to in this provision.
referred to in the present provision.

6. Each time the seller has the right to terminate the agreement, he shall also have the right, at his option, either to terminate the other
existing agreements between the seller and the buyer which have not yet been settled, by a written statement or to suspend the
suspend the performance thereof. In that case, the seller shall also have the right to claim from the buyer all that the buyer owes the seller immediately and in full.
immediately due to the seller and/or to suspend forthcoming deliveries or to make deliveries cash on delivery. The rights of the seller
paragraph shall be without prejudice to the seller’s other statutory rights in the event of default or error on the part of the buyer.
not affected.
7. The intellectual property of the quotations, drawings and other documents produced by the seller shall belong to it. They may not be
be made available to third parties under any title whatsoever without the seller’s express prior written consent.
seller. The seller shall be entitled to demand the said documents at any time convenient to her, in which case the buyer
is obliged to comply with such demand within three working days.
8. In the event that assembly/installation and delivery and commissioning are to be carried out at the buyer’s premises, the buyer shall be obliged to equip the space in which these activities are to take place in such a way and to make energy and water, as well as auxiliary staff and resources available in such a way that the
that the seller can perform these activities without interruption and without adverse external influences.
perform these activities. The buyer is also obliged to ensure that the place of delivery is easily and smoothly accessible for the means of
means of transport as necessary from the nature of the delivery. The buyer is solely responsible for any damage to the
delivered, to the equipment of the seller as well as to the property of the buyer or of third parties caused by the buyer’s failure to fulfil his
the buyer’s obligations as referred to in this article.
The goods always travel at the buyer’s risk, even if sold carriage paid, unless otherwise agreed in writing.
agreement. Upon arrival of the goods, the buyer is obliged to immediately indicate the correct unloading place. The unloaded goods
remain at the place of unloading at the buyer’s risk. If the unloading cannot take place immediately, the seller is authorised to
charge for waiting hours. If the seller’s personnel and/or materials are used for unloading, the seller shall be entitled to charge the buyer for this supplementary performance.
entitled to charge for this supplementary performance. Underground pipes, cisterns, wells and any underground structures
works shall be clearly demarcated by the buyer in order to prevent them from being damaged during delivery.
can be caused to these at the time of delivery.

9.If the seller sells software or sells goods in which software is incorporated, or makes software available under another title, the parties
it is established between the parties that, irrespective of the wording of the agreement, only a licence is granted in respect of that software and it is not sold.
is granted and that it is not sold. This licence shall be non-exclusive and not transferable to third parties and/or sub-licensable. The
licensed software may only be used by the buyer for internal use and exclusively for the necessities of
use and functioning of the item and/or service supplied by the vendor. If the seller has in turn obtained a sub-licence in respect of the software, it is established between the parties that the entitled party is the owner of the software and can realise its property rights.
realise. The provisions of Article 4 of these terms and conditions of sale shall apply mutatis mutandis to the granting of the licence.

Article 3: (Re)delivery
1. Unless expressly agreed otherwise, delivery shall always be made at the buyer’s risk and ex-works, from the seller’s warehouse.
of the seller. If the seller has undertaken in writing to transport the goods, this shall take place exclusively at the buyer’s expense and risk.
2. The buyer shall be obliged vis-à-vis the seller to immediately take delivery of the purchased item or the performance offered,
as soon as it is offered to him. If the buyer does not take delivery of the goods, the goods shall be deemed delivered at the time the seller has offered the goods to him, without prejudice to the seller’s risk.
vendor has offered the item, without prejudice to the vendor’s right to dissolution and/or compensation, and the vendor shall keep the item
the goods at the buyer’s expense and risk.
The seller shall in that case be entitled to invoice the buyer, and need not insure the item.
3. Agreed terms of (completion) delivery, even if a certain end date or a certain period has been agreed, shall only be
indication and are not binding unless the contrary has been expressly agreed in writing beforehand.
The exceeding of this indicative delivery period does not entitle the buyer to cancel the order, nor to any
damages, nor the right not to fulfil its obligations towards the seller arising from this or any other agreement.
The event of late delivery, the seller must be declared to be in default in writing, whereby the seller must be allowed a reasonable period of time, to be determined after consultation with the seller, within which the seller can still perform.
the seller must be granted a reasonable period, to be determined after consultation with the seller, within which the seller can still perform.

4. The seller shall be entitled to deliver the goods (to be) delivered in parts on condition that this is done within the agreed
or within the term extended pursuant to the previous/subsequent paragraph. Unless the contrary has been agreed, the seller
always has the right to make deliveries cash on delivery.
5. Extension of the delivery period shall also take place in the event of temporary impediment up to two weeks as referred to in art. 8 paragraph 2 of
these general terms and conditions of sale. In that case, without the purchaser being entitled to dissolve the agreement, the delivery period, whether or not already extended under
of paragraph 3 shall be extended by the period that the impediment continues, as well as by a period within which the
seller can reasonably deliver.
The Seller shall be allowed a longer period than the two-week period mentioned in this paragraph if the Buyer does not need to dispose of the goods concerned until after this period.
need to dispose of the goods concerned until that time at the latest. The purchaser is obliged to inform the seller on request about
the necessity referred to in the previous sentence in writing, clearly and unambiguously.

6. The meaning of delivery clauses shall be explained on the basis of the latest edition of the Incoterms of the International Chamber of
7. Assembly/installation/commissioning work shall be considered delivered (approved) at the first of the following
a. The moment when the buyer has approved the work after inspection or has put the work into use whereby applies that
putting a part into use, counts as delivery of that part;
b. The moment eight working days have passed since the day on which the seller has informed the buyer in writing that the work has been
installed, assembled and/or ready for operation, and the buyer has not received any written comments or complaints about the work within this period, or if the
work, or if the purchaser has failed to test the work (or have it tested) within this period; small, non-essential defects which the
defects which the seller shall remedy as soon as possible shall not constitute grounds for withholding approval. After delivery, the seller’s
liability of the seller shall be limited to hidden defects present through the fault of the seller, provided that the
buyer has notified the seller in writing within ten working days of their discovery or possibility of discovery.
8. In principle, delivered materials shall not be taken back except with the prior express written consent of the
seller for that purpose. In any event, the costs of return shipment shall be at the buyer’s expense and the goods shall travel at the buyer’s risk and expense.
If the goods are returned after explicit prior written consent of the seller within the framework of a case of
shortcoming allegedly attributable to the seller, the return shipment shall also take place at the expense and risk of the party that is in the wrong.
wrong on its side. If, in certain exceptional cases, the seller agrees in writing to take back the materials delivered
then this shall only take place for unused and fresh materials whose packaging is undamaged. The costs of
taking back will be charged in that case.

Article 4: Retention of title and pledge
1. All deliveries are made under retention of title: the seller retains title to the goods delivered and to be delivered to the buyer under any agreement until full payment of
purchaser until full payment of:
a. the established price of all such goods plus interest and costs due;
b. all claims relating to work which the seller has carried out or will carry out on behalf of the buyer within the framework of the
relevant agreements;
c. claims which the seller obtains against the buyer if the latter fails to fulfil the obligations referred to above.
The buyer shall refrain until the time of full payment as referred to above from selling, renting,
lease, execute, pledge (or in particular pledge on trade fund), or dispose of it in any way,
and shall not make any changes that could reduce its value.
The buyer undertakes to maintain the property in perfect condition. In the event of disposal in any way or for any reason by the buyer of an item
of goods that have not been fully paid for, the buyer automatically and unconditionally transfers his legal claim on his debtor to the
seller. As long as title to the goods remains with the seller, the buyer shall insure them and keep them insured against all
insurable risks and such insurance shall cover the full replacement value. The seller shall be expressly
be designated as beneficiary. A current certificate of the policy shall be handed over to the seller upon first request. At
At the seller’s request, the buyer shall assign the right to collect insurance claims. If no insurance is taken out
the seller may take out such insurance and charge the associated costs to the buyer.
If payment does not take place according to the stipulated conditions and due to bankruptcy or insolvency of the buyer and in all cases until
full payment of the amounts referred to above under a up to and including c, the seller or his authorised representative shall be entitled to take back the delivered goods
immediately without being allowed to give prior notice or to fulfil any other formality.
Until full payment has been made of what is stipulated above under a to c, the seller or his representative shall remain entitled at any reasonable
time to inspect the goods delivered and the buyer’s fixtures and fittings or to request their return, in which case the buyer shall return them to the
seller’s warehouse. If the goods are not returned they will be subject to repossession by the seller
wherever they are located, at the expense and risk of the buyer.

The buyer has irrevocably authorised the seller to enter the buildings or premises and any
land or property of the buyer or that has been taken on loan or use by the buyer to take back the vehicles.
A delay in delivery or a complaint can never have the effect of authorising the buyer to suspend his payment.
2. Between the parties, for the seller’s benefit, a
lien is established as security for the seller’s claims against the buyer, on whatever account, as well as for the benefit
of claims which the seller may acquire on the purchase by virtue of a legal relationship existing at the time the pledge is established.
legal relations. The pledge comes into effect without further formalities at the time the seller takes possession of the item in question.
acquires the goods in question.
3. If any third party claims any right on or in respect of an item subject to retention of title or an item on which a pledge as referred to in the previous paragraph has been
paragraph, the buyer shall be obliged to inform that third party immediately of the seller’s right and to inform the seller accordingly without delay.
inform the seller about this without delay. The buyer shall indemnify the seller for all claims and/or concerns by third parties claiming any right
claims on the goods subject to retention of title or the goods on which a pledge as referred to in the previous paragraph has been established.

Article 5: Prices, payment and costs
1. Unless expressly stated otherwise in writing, prices quoted by the buyer are
– based on the seller’s prices in force at the time of delivery. Those prices can be found in the relevant current price list
of the seller which it shall provide to the buyer on first request.
– based on delivery ex works or ex warehouse of the seller.
– exclusive of VAT, import and export duties and other taxes, levies and duties of any kind.
– exclusive of costs of packaging, loading and unloading, transport and insurance.
– exclusive of administration costs, if the order amounts to less than €250
– exclusive of assembly, installation and commissioning costs, unless explicitly agreed otherwise in writing, and in which last
case the said costs shall be reported separately.
– in case the seller (also) has to carry out the work referred to in the previous sentence: based on the assumption that the buyer
fulfils his obligations referred to in art. 2 subsection 8.
In the event of explicit deviation in writing from the above, the agreed prices shall in any case be subject to the
fluctuations at source and the official market influences (including wages, social security contributions, postage, the price of raw materials or any other
other element contributing to the determination of the rates).
2. Unless otherwise stipulated in writing, payment must be made within 8 days of the invoice date. Invoices are payable at the seller’s
registered office of the seller. Our employees, representatives, agents, appointees or delegates are not allowed to collect any amounts in the name of the seller.
amounts on behalf of the seller. Payments made to them are not enforceable against the seller.
No deduction for guarantee or any other reason may be made by the buyer.
If the seller sends the buyer an itemised statement of what he owes the seller and what the seller
owed to the buyer, such statement shall also serve as a statement of set-off.
Any invoice unpaid on the due date shall, ipso jure and without notice of default, give rise to the payment of interest on arrears
in accordance with the Act of 2 August 2002 on combating late payment in commercial matters. Each time after the expiry of one year
the amount on which the interest is calculated shall be increased by the interest due over that year in this after notice of default with
notification of capitalisation of interest. Any invoice unpaid on the due date will also give rise to an increase as follows:
– 15% on the part of the amount < EUR 8,500.00 (excl. VAT)
– 10% on the part of the amount between EUR 8,500.00 and EUR 17,500.00 (excl. VAT)
– 5% on the portion of the amount > EUR 17,500.00 (excl. VAT)
Always with a minimum of EUR 50.00 and a maximum of EUR 2,500.00, by way of irreducible lump-sum compensation of
extrajudicial collection costs, and without prejudice to all legal costs due in accordance with a court decision, if the buyer fails to pay a
sum owed by him that is due and payable notwithstanding a reminder.
3. Payments to be made by the buyer or third parties shall always first be deducted from those claims for which the seller is
not described in article 4 may assert retention of title and pledge. Subject to this, payments shall further
first against all costs due, then against all interest due and finally against the oldest principal sum in each case.
principal sum.
4. In the event of delay in payment by the buyer, the seller shall be entitled to suspend further performance of the contract to which the default
and of all other contracts concluded between the buyer and the seller, with regard to deliveries or work still to be
deliveries or work to be carried out.
5. Issuance of a cheque does not constitute payment. The cheque shall always be accepted subject to collection. In the event of payment by cheque or
transfer, delivery may be postponed until completion of the transaction. However, on conclusion of the contract, the risks of the goods shall be borne by the customer immediately.
conclusion of the contract are immediately transferred to the buyer even if the equipment sold and/or the deliveries are entrusted to a third party
are entrusted either as deposits or for any other reason. Even in this case, the buyer bears the risks.
All collection costs and costs of unpaid bills of exchange shall be borne by the buyer.

Article 6: Inspection and complaints
1. The buyer shall be obliged to inspect the goods delivered by the seller/the performances carried out by the seller for soundness immediately after taking delivery, insofar as this inspection is reasonably possible within the said time
inspection for soundness, insofar as this inspection is reasonably possible within the said time frame, but in any event for quantity and immediately visible
and immediately visible defects.
Any observation that is ascertainable upon receipt of the goods shall be noted on the delivery note upon unloading.
Complaints on this account shall only be admissible if the buyer informs the seller of them by registered letter within 5 working days of delivery, stating the
gives substantiated notice of this within 5 working days after delivery by registered letter and a note has been made on the consignment note.
2. Furthermore, within 8 working days after delivery of the goods/performance, the buyer shall inspect the substance of the goods/performance for compliance with
If a defect becomes apparent, within 5 working days thereafter the buyer shall inform the seller of this by registered letter, giving reasons.
inform the seller within 5 working days thereafter, giving reasons. This rule shall also apply if the good/performance lacks a characteristic that, according to a
or if the deviation relates to facts that the seller knew or should have known but failed to inform the buyer.
but did not notify the buyer.
3. If the seller acts on a complaint of the buyer, this does not mean that the seller thereby accepts any liability.
If it appears that a complaint was wrongly made, the seller shall be entitled to charge for the work done by her in delivered goods at her usual rates.
at its usual rates.
4. The provisions of article 3 paragraph 7 shall apply to delivery after assembly/installation/commissioning.
5. Lodging a complaint shall not release the buyer from his payment obligation and shall not entitle him to suspend any payment.

Article 7: Liability
1. If the purchaser has observed the regulations laid down in the previous article, or in the case of assembly/installation/commissioning, the regulations laid down in
in article 3 subsection 7, and the delivered product is only used by competent personnel and under normal
normal circumstances, the seller may, with due observance of the provisions of these terms and conditions, only
for one year from the date of delivery/delivery/performance on account of an attributable shortcoming.
be held liable at law.
2. If the seller is given notice of default by the buyer on account of an alleged attributable shortcoming in accordance with the provisions of the
preceding paragraph, the seller shall be entitled, always subject to all rights, without adverse acknowledgement and without any
acknowledgement of liability, to inform the buyer, within a reasonable time after the buyer has invoked that shortcoming, of
a. that it will redeliver or deliver what is missing free of charge
b. that it will repair the performance carried out free of charge, whereby replacement parts may, at the seller’s reasonable discretion, be new or reconditioned.
or reconditioned.
The seller shall be entitled to charge for travelling time and shipping costs and may furthermore require the buyer to send the
relevant item to be sent to it at its expense. If the seller performs within a reasonable period after the aforementioned notification, it means
this means that the agreement has been properly fulfilled, and the buyer shall not be entitled to compensation. Replacement parts shall become
property of the seller.
In the context of the claim made against it in court, the seller may invoke the same contractual rights cited above
without prejudice to its statutory rights.
3. An attributable shortcoming shall only exist if the item/performance does not comply with the specifications given by the vendor and which the
buyer, even tacitly, accepted specifications. The buyer shall bear the burden of proof that the item/performance is not suitable for the use intended by the seller intended by him and in which case the buyer must provide proof that prior to the conclusion of
the conclusion of the agreement, he has informed the seller accurately and in writing of the intended use and the necessary suitability for that use
as well as the proof concerning the specifications expressly agreed upon in writing between the buyer and the seller, failing which
which such suitability as intended by the buyer shall not form part of the agreement and the buyer shall not be able to
claims against the seller.
4. The seller rejects any liability for direct and indirect (such as loss of profit and damage following the execution of this
damage resulting from carelessness, negligence or errors on the part of the seller, his employees, appointees,
delegates or persons for whom the seller is responsible, except in the case of fraud or intent. The seller declines all
liability and every claim with regard to any alleged shortcoming if the buyer himself has made changes and/or adjustments and/or
repairs and/or maintenance to the delivered goods or has had them carried out or if the delivered goods are not being or have not been used or treated accurately
used or treated according to the supplied or applicable (manufacturer’s) regulations or instructions for use, or in any other way is or has been improperly or negligently used or treated.
improperly or negligently used or treated, or if the delivered goods are or have been used or applied for purposes other than for which they are intended, including
purposes than for which it is intended, including the situation that the product is used in combination with any product or software that
not supplied by the seller while the product supplied by the seller itself complies with the agreement, or if the
delivered is or has been used in a way that the seller could not reasonably have expected, or has been manufactured in
in accordance with the buyer’s instructions and all this influenced the occurrence of the damage.
The seller rejects any liability for damage caused by normal wear and tear of the product it has delivered.
If in connection with (one or more of) the circumstances mentioned in this paragraph damage arises, for the seller, its shareholders
employees, intermediaries, branches or group companies, the buyer shall fully compensate them for such damage.
5. If on the seller’s part any liability, regardless of its nature, is as yet withheld, and except in the case of
deceit or notice, the seller’s liability shall be limited in any case to a maximum of the price agreed for the item/performance in question, excluding
performance concerned, on the understanding that liability for consequential damage is entirely excluded and
on the understanding that the seller’s liability shall in all cases be limited to the amounts for which the civil liability
of the seller is insured. The buyer may obtain notification from the seller on first request of the amounts for which the seller has
is covered by insurance.
6. The buyer shall indemnify the seller and the other persons mentioned at the end of paragraph 5 against all claims by third parties, inter alia
and not exclusively on account of any product liability regulations, insofar as the total of these claims exceeds the maximum amounts referred to in this article.
exceeds the maximums referred to in this article.
In this article, attributable shortcoming also includes unlawful action.
The buyer shall be responsible for all damage resulting from the use of the goods and shall indemnify the seller against any claim which
by third parties.
7. The seller does not offer any guarantee other than the statutory guarantee scheme, unless otherwise agreed in writing.
The guarantee is also limited by these conditions to the factory guarantee as offered by the manufacturer and/or
supplier and/or third parties from whom the seller obtains the supplied equipment or parts thereof.
Under no circumstances may the warranty give rise to compensation to be paid by the seller for any reason whatsoever. The
warranty also does not cover accessories not supplied or manufactured by the seller.
The defective pieces or parts replaced by the warranty become the property of the seller and are subject to the
retention of title regulation.
The warranty does not extend to:
– any damage resulting from excessive or abnormal use
– the normal wear and tear and normal depreciation of each component, the normal maintenance work and the spare parts and
materials used for maintenance
– any lack of care, defect or maintenance or any unauthorised modification
– visible defects not reported to the seller in accordance with the provisions of these general terms and conditions of sale
– the damage resulting from external influences such as industrial precipitation, resin, bird droppings, etc., fire or natural disaster,
caused by negligence, human error or force majeure.
The guarantee expires by operation of law:
– if the buyer does not comply with the foreseen and/or necessary inspections and servicing of the equipment
– maintenance and/or repairs have not been carried out in accordance with the instructions
– when invitations for specific technical inspections have not been complied with
– when the delivered equipment is repaired by a third party
– when the damage results from the assembly of parts not manufactured or approved by the seller.

Article 8: Force majeure/indisposition
1. Force majeure shall include : as such strike and/or illness of the employees of WEIGHING & INSPECTION BELGIUM
BVBA, default and/or force majeure on the part of its suppliers, transporters or other third parties involved in the contract,
stagnation in traffic, natural violence, war or mobilisation, obstructive measures of any government, fire and other accidents in
its business and other circumstances, insofar as as as as a result thereof the (further) performance of the agreement cannot reasonably
cannot reasonably be required of it or not fully and moreover the impediment can reasonably be expected to last longer than two weeks after the circumstance/circumstances leading to it.
circumstance/circumstances leading thereto. In addition, there is force majeure if it is reasonably certain that the
impediment will make the performance of the agreement permanently impossible in whole or in part. If force majeure thus exists
each of the parties has the right to terminate the agreement in its entirety -if at least the force majeure is sufficiently substantial- or -for the part in respect of which force majeure exists- to terminate the agreement.
in respect of which there is force majeure, in which latter case the parties are obliged to perform the agreement for the part not dissolved.
the part not dissolved. If dissolution is effected on the basis of this paragraph, neither of the parties shall be liable for the dissolved part of the agreement.
the dissolved part of the agreement to the other party.
2. If there is an impediment that is reasonably expected to last no longer than two weeks after the occurrence of the circumstance/circumstances referred to in the previous
paragraph, there shall be no question of force majeure and, without either party being entitled to dissolve the agreement
may rescind, the period within which WEIGHING & INSPECTION BELGIUM BVBA must deliver on the basis of what is stipulated in article 3 paragraph 5 stipulated, extended.

Article 9: Applicable law and competent court
1. All agreements concluded by the seller and all disputes relating to the interpretation, performance and non-compliance of
this agreement shall be governed exclusively by Belgian law.
2. All disputes arising between the seller and the buyer shall fall within the exclusive jurisdiction of the court of the registered office of the
seller without prejudice to the seller’s right to sue the buyer before any other competent court

Article 10: Final provisions
1. Only legal signatures validly bind the seller.
2. All notifications to be made pursuant to these terms and conditions of sale must be made in writing and if so stated
registered, be made as regards the buyer to the address stated on the order and as regards the seller to the registered
registered office.