Wish&Wash BV General Terms and Conditions of Sale – December 2025

1.          General
“W&W”, “we”, “us”: Wish&Wash BV with registered office at 3600 Genk (BE), Kneippstraat 90, with company no. BE 0877.116.560.
“Buyer”: The legal person to whom W&W supplies goods or services (collectively “Products”) of any kind.
Except insofar as otherwise explicitly agreed in writing between W&W and the Buyer, these General Terms & Conditions (the “Conditions”) will apply to all folders, price lists, advertisements, quotations, orders, tenders and all agreements concluded between W&W and the Buyer, whether this is done in writing, via the internet, electronically or verbally, as well as to all negotiations undertaken between the parties, as well as to any of their extension or amendments (each a “Contract”). Any general or special terms and conditions used by the Buyer are hereby explicitly excluded.

2.          Quotations and agreements
2.1.        Unless otherwise stipulated in writing, all quotations are given without engagement and may be amended at any time. Assignments and acceptances of offers by the Buyer are regarded as irrevocable.
2.2.        A Contract with W&W is only established when W&W has confirmed in writing the order within 8 days following its receipt or when it has started performing the work. Eventual additions or amendments shall only bind W&W if confirmed in writing by W&W. W&W is under no obligation to accept purchase orders under this Agreement.
2.3.        W&W reserves the right to refuse to enter into, and to cancel any order, placed under this Contract if W&W in its sole discretion judges or determines that the entry into such order, the supply of goods or services or the performance of the transaction to which such order relates would violate any applicable law or regulation of the European Union or any other national government. Buyer agrees that any such refusal or cancellation by W&W will not constitute a breach of any obligation under this Contract and hereby waives any and all claim against W&W for any loss, cost or expense, including consequential damages, that the Buyer may incur by virtue of such refusal or cancellation.
2.4.        Orders of products impacted by supply constraints and/or force majeure communications may not be available for shipment regardless of any automated order acknowledgement.

3.          Products and Prices
3.1.        The prices stated on our price lists, quotations and order confirmations are indicative only. W&W reserves the right to change prices and/or apply a surcharge at any time and will use reasonable efforts to provide at least 30 days’ notice. Revised prices may apply to orders shipped after notification of the price change. For clarity, blanket orders and orders specifying future dated shipments may also be billed at the pricing in effect on the date of shipment. If during the notice period orders are placed that are exceeding the average monthly order volume the communicated new price will be applied to those orders or the order may be limited in volume or cancelled by W&W. Our prices exclude taxes, mailing costs, insurance, permits and installation. Currency exchange fluctuations, import duties, insurance and freight charges and increased labor costs or procurement prices of the components and services may incite W&W to amend its prices, even for accepted orders but in which case Buyer may be given the right to cancel the order.
3.2.        W&W may in the ordinary course of business adjust its product offering, make product modifications and W&W will not be obligated to continue to make all or any of the W&W products available and shall not be liable towards Buyer in case of any changes.
3.3.        Many factors beyond W&W’s control and uniquely within user’s knowledge and control can affect the use and performance of a W&W product in a particular application. As a result, Buyer is solely responsible for evaluating the product and determining whether it is appropriate and suitable for Buyer’s application or design, including conducting a workplace hazard assessment and reviewing all applicable regulations and standards (e.g., OSHA, ANSI, etc.). Failure to properly evaluate, select, and use a W&W product in accordance with all applicable instructions and with appropriate safety equipment, or to meet all applicable safety regulations, may result in injury, sickness, death, and/or harm to property.
3.4.        Many W&W products are industrial or occupational products that are not for use by consumers, and accordingly Buyer shall not market or sell to consumers those products that are intended for Industrial or Occupational use only.

4.          Terms of delivery and transportation
4.1.        The quantities to be delivered must necessarily coincide with the standard packaging quantities, which the Buyer is aware of.
4.2.        The method of transport, shipping, packaging, etc., is determined by W&W if no further indication is provided by the Buyer. Any specific requirements of the Buyer on the transport / shipment will only be performed if the Buyer has declared that it will bear the additional costs.

5.          Time of delivery
The periods stated for delivery and implementation are not binding and are only target dates. They will only commence when W&W receives the regular and complete order. They will be extended automatically in the event of a late delivery of any documents and explanations, required for the proper completion of the order, even if such delay is not attributable to the Buyer. Failure to meet the said time of delivery does not in any event, provide grounds for the cancellation of an order or agreement, nor does it entitle the Buyer to any kind of compensation. We explicitly reserve the right to deliver by instalments, each of which will qualify as partial sale. The delivery of an order by instalments cannot in any event justify the refusal to pay for the Products supplied. Any liability on the part of W&W for failure or delay in delivery is hereby excluded. If the time of delivery is met, this will not exempt the Buyer from his/its obligations.

6.          Liability and Warranty
6.1.        W&W warrants that each W&W Product meets the applicable W&W Product specification at the time W&W delivers the Product in accordance with article 7.1. W&W further warrants its Products against defects in materials and workmanship for the applicable warranty period under normal use and service (the “Warranty Period”). The Warranty Period shall be stated on the Product packaging, technical data sheet or otherwise notified in writing by W&W. Where no Warranty Period is stated, W&W’s warranty is limited to the conformity with the applicable W&W Product specification at the time of delivery.
6.2.        Within the Warranty Period, the Buyer must notify W&W in writing of any warranty claim without undue delay after discovery of the alleged defect, providing adequate evidence of the defect and of the Product identification and batch. Any warranty claim not notified within the Warranty Period shall be deemed waived.
6.3.        In the event that the Products supplied are damaged or incomplete, or in the event of any error, missing weight or any other type of irregularity, the Buyer is obliged to refuse the Products on delivery or to only accept them subject to a written reservation. Every complaint relating to the Products as delivered must be sent to W&W in writing within 5 working days as from the receipt, with a reference to the dispatch note; moreover, the Buyer must take all necessary measures to enable an efficient and final cross‑checking. After that period, the Products will be deemed to have been finally accepted by the Buyer and no further complaints will be taken into consideration. No goods may be returned without written permission from W&W’s management. Such permission will not in any way imply that the goods have been acknowledged by W&W as being defective or not in conformity. Goods being returned, in whatever way they are being sent, remain at the Buyer’s risk and will be sent to W&W’s warehouse, carriage free.
6.4.        If a Product is proven not to have met W&W’s warranty as set out in this article, the obligations of W&W as a result of an attributable shortcoming or from any other legal ground are, at W&W’s choice, limited to: (i) free repair of the defect; (ii) replacement of the defective item; and/or (iii) re‑performance of the services provided; or (iv) reimbursement of the amounts received from the Buyer in connection with the poor performance, in which case the Contract is terminated as far as the poor performance is concerned. These remedies are the Buyer’s sole and exclusive remedies for any non‑conformity or defect in the Products.
6.5.        W&W shall have no obligation under this article for any Product that has been modified or damaged through misuse, accident, negligence, improper storage, handling or installation, failure to follow W&W’s written instructions, normal wear and tear, use in combination with a third‑party product, or subsequent manufacturing operations or assemblies by anyone other than W&W. Any experimental, developmental or sample Products are supplied “as is” without any warranty, save for non‑excludable mandatory statutory rights. W&W reserves the right to determine whether any Products are defective.
6.6.        W&W will not be liable, either contractually or extra‑contractually, in any circumstances, for losses caused to persons or to products, other than the Products supplied or the Products which form part of the service W&W has provided. On the contrary, the Buyer will be obliged to indemnify and keep W&W indemnified against any recovery, by anyone, in the event W&W’s liability would be invoked as a result of the mere existence of the Product that has been supplied in implementation of the current Contract. This limitation of liability will also apply if, for whatever reason, W&W’s technicians offer or have offered advice, directly or indirectly, regarding the selection of the Product to be used or as to how it is handled or used.
6.7.        W&W shall not be liable for or responsible for treating any defect or other claim which arises from (i) normal wear and tear, misuse, negligence, accident, abuse, use not in accordance with standards of proper practice and in accordance with the conditions in the quotation or normal usage conditions set out in the catalogues, manuals or handbooks supplied to the Buyer, modification or alteration not authorised by W&W, or use in conjunction with a third party product, or (ii) Buyer’s negligence, or (iii) the breach of Buyer’s obligations under this Contract.
6.8.        The Buyer will not be in a position to file any complaint, on any ground whatsoever, more than one (1) year after the occurrence of the events on which it bases such a claim.
6.9.        Buyer shall indemnify W&W, its employees and any assistants it has engaged for the performance of the Contract against any third‑party claim in connection with W&W’s performance of the Contract, insofar as these claims are more or different than that which accrue to Buyer in respect of W&W. Buyer is not entitled to extend or transfer the foregoing warranties to any other party.
6.10.      To the fullest extent permitted by applicable law, all warranties, conditions or terms implied by law are hereby excluded, and W&W shall in no event be liable for any special, indirect, incidental, financial or consequential damages, including but not limited to loss of profits, revenue, expected savings, use, records or data, damage to reputation or goodwill or costs of procurement of substitute products, even if W&W has been advised of the possibility of such loss or damages, except that nothing in these Conditions shall exclude or limit W&W’s liability for: (i)personal injury or death resulting from W&W’s negligence; (ii) its fraudulent misrepresentation; or (iii) any matter for which W&W may not exclude or attempt to exclude its liability under applicable law.

7.          Delivery and risks
7.1.        7.1       Unless otherwise stipulated by W&W, delivery will take place EXW W&W’s warehouse in Genk, Belgium (Incoterms 2020). The risk of loss, damage or destruction of the goods supplied by W&W is borne by the Buyer from the moment the Products are placed at the Buyer’s disposal at such premises, as specified in Incoterms 2020, or, if Buyer unjustifiably fails to take delivery of the Products, at such time as delivery is tendered by W&W.
7.2.        If Buyer fails to take delivery of the Products or fails to give W&W adequate delivery instructions, without prejudice to any other right or remedy available, W&W may: (i) store the Products until actual delivery and charge Buyer for the reasonable costs thereof, including insurance costs, with a minimum of 10% of the value of the goods per started month; or (ii) terminate the Contract forthwith and sell the Products. Buyer shall bear any and all costs (including original and return carriage costs) associated with any unjustified refusal of delivery of Products ordered pursuant to a Contract.

8.          Force majeure and hardship
8.1.        All delivery and other obligations of W&W will be suspended in the event of force majeure. In such cases, W&W is only obliged to deliver or perform its obligations to the extent possible. ‘Force majeure’ includes the following, although this is not an exhaustive list: war, mobilization of troops, embargo, partial or complete strike, lock-out, riot, epidemics, natural disasters, import and export restrictions, government restrictions, energy shortage, machinery failure, staff sickness, fire, explosion, accidents of any kind and any cause hampering the normal supply by our suppliers of raw materials, energy, fuels and inventory for our normal production, transportation or dispatch, as well as all similar circumstances affecting W&W, its subcontractors or suppliers. If a force majeure situation continues for more than two months, either party will be entitled to cancel the agreement or any outstanding orders under the agreement, without any right to compensation. In case of any shortages of raw materials or component parts we reserve the right to apportion our Products on an equitable basis in our sole discretion.
8.2.        In case of unforeseeable economic events or events excluded by the forecasts accepted by Buyer and W&W (such as modifications of charges of all types – other than those indicated in article 3 – price increase of raw materials, fluctuations in exchange rates of more than 20% or other causes leading to considerable increase of production costs) and if these events result in the upheaval of economic bases of the contract (in the sense of Article 5.74 New Belgian Civil Code), the affected party shall notify the other of said events, the parties will agree to renegotiate and carry out the necessary adjustments in order to preserve the good faith prevailing at the time of signature of the contract so that it can be performed or continue to be performed without disproportionate prejudice to either party. If they do not reach agreement within two (2) months after the abovementioned notification, each of the parties may terminate the contract, or the non-delivered part of the order, all without compensation.

9.          Re-sale
The Buyer may only re-sell the Products if he has become the legal owner of the Products in accordance with the provisions in this agreement. Until such moment, W&W is entitled to demand the return of these Products. If Buyer should fail to immediately comply with W&W’s request, W&W is entitled to enter in or on any premises or vehicles of Buyer where the Products are loaded or stored for the purpose of repossessing said Products if Buyer is in breach of any of these Conditions or a Contract. The Products may subsequently only be resold in their original packaging, without modification. In the event of a re-sale, our liability is limited to the maximum liability provided for in clauses 6 and 7. If the Buyer sells any Products before title has passed to Buyer in accordance with the Conditions in such a manner as to pass to valid title to the Products to a third party, the Buyer shall hold the proceeds of such sale and/or the right to claim or receive such proceeds of sale in trust for W&W, provided the foregoing shall not constitute Buyer as an agent of W&W for the purposes of any such resale.

10.        W&W General Trademark and Intellectual Property Conditions
W&W grants Buyer permission to make limited use of “Wish&Wash”, “ECOFORCE” and other trademarks and names that pertain to the Products (collectively “Marks”), to designate the Products’ source, but such use shall not in any manner imply that Buyer is owned by, or a part of, W&W. Buyer acknowledges that W&W is the exclusive owner of the Marks and that all use shall inure to the benefit of W&W only and agrees not to claim rights in, contest, or put into issue the validity, enforceability, or ownership of the Marks at any time. Buyer shall not do anything to impair or infringe W&W’s rights in and to the Marks or do anything that would tarnish, disparage or lessen the distinctive qualities or value of the Marks. Buyer shall ensure that any use of the Marks, including on Buyer websites, brochures, catalogues, and advertising, is proper and complies with the W&W Corporate Brand and Identity Guidelines and any other instructions from W&W, which shall include proper trademark markings (e.g., the ® or ™ symbols), descriptors following the Marks, and a trademark attribution statement. Upon request of W&W, Buyer must promptly furnish to W&W representative samples showing the use of the Marks by Buyer. Buyer shall make no other use of any of the Marks beyond the limited use permitted by this paragraph, and shall not use or seek to register any of the Marks or similar term(s) or device(s) that could cause a likelihood of confusion with, or dilute the distinctive qualities of, or otherwise infringe W&W’s rights in and to the Marks, including in any business, trade, or product name, domain name, social media username, or any other type of name, trademark, service mark, or any other type of mark. Buyer will immediately transfer to W&W any infringing domain names or social media names obtained or controlled by Buyer, its employees, or agents. Upon termination or expiration of the Contract, Buyer shall immediately (i) cease all use of the Marks, and (ii) take all action necessary to remove the Marks from all places and means (including any online locations) where Buyer has used the Marks. Buyer shall give W&W prompt notice of any known or presumed infringements of the Marks, and Buyer shall give W&W full cooperation in the protection of the Marks. W&W shall have sole discretion in determining what action, if any, to take against third parties relating to the Marks. Any violation of this paragraph shall be cause for immediate termination of the Contract. The sale and delivery of Products under these Conditions do not convey to the Buyer any license or right, express or implied, in or to any patents, utility models, designs, copyrights, know‑how, trade secrets or other intellectual or industrial property rights owned or controlled by W&W or its affiliates, other than the limited right to use the Products as such and the limited right to use the Marks as set out above. Unless expressly agreed otherwise in writing by W&W, the Buyer shall not acquire or receive any right or title relating to any design, drawing, manufacturing processes, manufacturing information, vendor sources, know‑how, equipment, tooling, software, data or other technical or commercial information of W&W in whatever form (including electronic form). Without W&W’s prior written consent, the Buyer shall not permit any non‑public data, drawings or information of W&W, including any quotation, proposal, sample or technical document, to be: (a) disclosed to any third party; (b) used by Buyer or any third party for the manufacturing of like or similar products; or (c) used for purposes of decompiling, duplicating, reverse‑engineering or disassembling W&W’s proprietary designs, processes or Products. W&W reserves all proprietary rights and copyrights in samples, cost estimates, offers, drawings and similar information of a tangible or intangible nature, including information in electronic form; such items and information may not be made available to third parties and must be returned or permanently deleted, at W&W’s first request or if no order is placed. If W&W manufactures Products or parts thereof according to Buyer’s drawings, models, samples or other specifications, Buyer represents and warrants that such manufacture does not infringe any third‑party intellectual or industrial property rights. Buyer shall fully indemnify, defend and hold harmless W&W and its affiliates from and against any and all claims, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any allegation that Products manufactured according to Buyer’s specifications infringe third‑party rights.

11.        Payments
(a) All amounts due to W&W have to be paid in advance. (b) Some exceptions are payable within 30 days as from the invoice date, without discount, deduction or offset. (c) No payment made to our staff or representatives amounts to a discharge by us without a receipt from our accounting department. We reserve the right either to revoke such an order, which has not been subject to such ratification, or to ratify it irrevocably. (d) Every complaint relating to an invoice must be sent to us, by registered letter with proof of delivery, stating the date and number of the invoice, within a time period of 5 working days as from the receipt, with receipt deemed accomplished 3 working days as from the date stated on the invoice. After the expiration of this time period, the invoice will be considered as having been finally accepted by the Buyer, and no further complaint whatsoever will be taken into account. Under no circumstances shall a complaint justify suspension of payment. (e) Failure to pay an invoice on the due date, any application for an amicable or judicial settlement or deferred payment, or any other circumstance implying the Buyer’s inability to pay, will render all outstanding balances on all other invoices immediately payable, even if their balances have not yet become due and will entitle W&W to demand the payment at the time of dispatch for quantities still to be delivered, for all current transactions or orders with the Buyer. (f) Any invoice or demand for payment that remains outstanding on the due date will be subject to interest, by operation of law and without the need for any proof of default, at the rate used by the European Central Bank for its most recent basic refinancing transaction prior to the first day of the relevant six months period plus 8 percentage points, with each month that has commenced becoming due and also be increased with a fixed compensation of 15% of the outstanding amount, with a minimum of €75. (g) If no payment has been made on the due date, it is explicitly agreed between the parties that, without the need for any proof of default, the Products may be taken back if W&W considers this to be appropriate, and in such cases the Buyer will be obliged to pay a compensation for the reduction in value and/or loss of the Products, as well as for any other reasons. (h) Notwithstanding Article 1256 of the Old Belgian Civil Code, the compensation for instalments will be calculated, successively, on: (I) the costs of collection; (II) the charge mentioned in clause 11(e); (III) interest; and (IV) the total invoice amounts including expenses, taxes, etc.. (i) Failure to enforce one or more of the rights contained in this clause does not result in W&W renouncing the right to enforce any other rights provided for in this clause. (j) In order to simplify invoicing in the event of several shipments, we may send out collective invoices. (k) For any order worth less than €500 net, or the equivalent of that amount, we will be entitled to charge administrative expenses. These administrative expenses amount to €50. (l) Accepting negotiable instruments does not imply any renovation of debt, or any deviation from the Conditions.
In case of significant modification to the credit worthiness of Buyer, W&W reserves the right to demand, by simple notification, reasonable guarantees to ensure the proper performance of its commitments and to alter Buyer’s payment terms, which may include withdrawing or altering any credit limit previously granted, requiring prepayment, and demanding adequate assurance of due performance by Buyer through the provision of a bank guarantee. W&W reserves the right to terminate all Contracts or ongoing orders with the Buyer if the requested guarantees were not provided within 8 days after notification.

12.        Retention of title
The Products remain the property of W&W until the Buyer has fulfilled all of his/its contractual obligations, including the payment of the full sales price and any associated amounts (expenses, VAT, any compensation due, any late payment interest that is due, etc.). Until that moment in time, the Buyer must provide for adequate insurance for our Products and store them separately, and the Buyer is explicitly forbidden from using the Products supplied, and more specifically from transferring ownership of them, changing them, leasing them, pledging them or encumber them with any form of security or preferential right whatsoever, and W&W remains entitled to recover the Products belonging to it at any time, or to demand their return. The Buyer is also responsible for all potential losses in relation to the new condition of the Products. Insofar as necessary, the abovementioned clause will be regarded as having been repeated for every single delivery. The Buyer undertakes to advise W&W immediately and by registered letter if: (I) any third party imposes an attachment or otherwise files any claim with respect to the Products or any part of them; (II) an application for bankruptcy is filed or a (provisional) moratorium on payments is requested; (III) or if the Buyer is clearly insolvent. In the event of any attachment, bankruptcy or (provisional) moratorium on payments, or clear insolvency, you will immediately produce all documentation in relation to the Products to the court bailiff imposing the attachment, the trustee or administrator, and will also refer him/them to the provisions in clause 13 of these General Terms & Conditions. of exchange and collection costs.
If requested by W&W, Buyer shall assign to W&W any rights Buyer may have against third parties, including his insurers, for loss or damage to our Products.

13.        Suspension and cancellation
If you do not properly or timely fulfil an obligation to W&W, and also in case you cease your activities, are no longer solvent, in a position of debt settlement, finds yourself in state debt settlement or bankruptcy, or such applications or requests therefore have been submitted, or if you are being declared bankrupt, when you go into liquidation or in the event of request application of the Law on the continuity of companies, all claims by W&W will become immediately payable, and W&W will be entitled, without notice of default or judicial intervention to unilaterally: (I) suspend the performance of any agreement until payment is adequately secured; and/or (II) suspend all of its payment obligations; and/or (III) cancel all of its agreements with you, either in whole or in part, as well as, at his discretion, any pending order; all without prejudice to his right to claim compensation for the damage caused and the other rights of W&W under any agreement and without W&W being obliged to pay any compensation. Furthermore, all other sums still outstanding will become immediately payable, along with collection costs.
Notwithstanding any other provision of these Conditions, all sums outstanding under the Contract will become due immediately on termination of the Contract.

14.        Compliance with Laws; FCPA; Permits.
14.1.      Buyer hereby confirms it is familiar and will comply with all applicable legislation and regulation, by- laws and rules in relation to preventing bribery and corruption (including but not limited to the US Foreign Corrupt Practices Act, any legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials and, including with regard to Belgium) and hereby guarantees that it shall not take any action, make any payments, gifts or other promises to its customers, to government officials or to agents, directors, managers and employees of W&W or to any other party whatsoever in a manner that is in violation thereof. Nothing in the Agreement shall result in W&W’s liability to compensate the Buyer for any such payment provided or promised.
14.2.      Buyer shall comply with all laws and regulations applicable to the storage, use, handling, installation, registration and labelling of all Products as from their delivery and the disposal of all wastes and residues (including packaging) resulting from your use of the Products. Buyer shall procure at its expense all permits and licenses required for the services of W&W, or which are required to operate equipment or to use or store the Products.
14.3.      Buyer shall comply with EU Directives 2011/65/EU (Restriction on Hazardous Substances) and 2012/19/EU (Waste Electrical and Electronic Equipment) (“WEEE”) generally and as instated within each country into which Products are imported, exported or otherwise distributed by Buyer, such obligation which shall include registering as a “producer” under applicable WEEE legislation.
14.4.      Upon W&W’s request, Buyer agrees to confirm, in writing, its compliance with the provisions of this article.
14.5.      Any breach by Buyer of any of the obligations contained in this article 14 is a fundamental breach of the Agreement and shall give W&W the right to terminate the Agreement by operation of law with immediate effect, without prejudice to any other of W&W’s rights or means of redress under the Agreement or the applicable legislation.
14.6.      Buyer shall indemnify, defend and hold W&W harmless from any liability, damage, costs or expenses and for each loss that W&W would suffer caused by the violation or alleged violation by Buyer of the terms of this article and the resulting termination of the Agreement.

15.        Trade Compliance
Buyer will comply with all applicable export control, sanctions, customs and other trade-related laws, regulations, rules and licenses affecting any products and services supplied by W&W, including applicable European Union, United Kingdom, Switzerland, United States, and local laws and regulations (“Trade Compliance Rules”). The Parties agree, in particular, as follows:
Import Compliance. If Buyer acts as the importer of record for W&W products, Buyer will comply with all applicable Trade Compliance Rules, including all customs laws and regulations. W&W shall not be liable for any costs or penalties related to delays in customs clearance or inaccurate customs declarations.
Export Controls. Buyer is advised that certain W&W products are subject to export or import control restrictions, as indicated by the export control and harmonized tariff classifications provided on commercial invoices accompanying the shipment. Buyer will not sell, supply, export, re-export, or transfer W&W products subject to export or import control restrictions without the requisite license or other authorization under the applicable Trade Compliance Rules or in any manner which may cause W&W to be in breach of Trade Compliance Rules. Buyer will comply with the terms and conditions of any export or import license or authorization. W&W is not liable for failure to deliver a product due to W&W’s or Buyer’s inability to obtain or maintain any required export or import license or authorization and such failure does not constitute a breach of this Agreement.
Embargoes: Buyer represents and warrants that it will not directly or indirectly sell, supply, export, re- export, make available, transfer or use any W&W products, technology, or software in violation of any Trade Compliance Rules, or in any manner which may cause W&W to be in breach of Trade Compliance Rules.
Restricted End Users: Buyer represents and warrants that it is not a Restricted Party (defined as any party listed in (i) the European Union’s Consolidated list of persons, groups, and entities subject to European Union financial sanctions found at https://data.europa.eu/data/datasets/consolidated-list-of-persons- groups-and-entities-subject-to-eu-financial-sanctions?locale=en, (ii) the United Kingdom’s Consolidated List of Financial Sanctions Targets in the UK found at:
https://ofsistorage.blob.core.windows.net/publishlive/2022format/ConList.pdf, (iii) the United States’ Consolidated Screening List found at:
https://www.trade.gov/consolidated-screening-list, or (iv) any other applicable restricted party list) and is not owned or controlled by one or more parties included in the foregoing lists (including by virtue of ownership or control criteria established by applicable Trade Compliance Rules). Buyer will not directly or indirectly engage in any transaction involving W&W products, technology, or software in violation of restrictions on individuals and entities listed in any of the foregoing lists or any other applicable restricted party list.
Buyer agrees that it will immediately notify W&W upon becoming aware that Buyer or any employees of Buyer involved in the performance of this Agreement have become listed as a Restricted Party or have otherwise become subject to any such sanctions or restrictive measures.
WMD End Uses: Buyer represents and warrants that, unless authorized, it will not directly or indirectly sell, supply, export, re-export, make available, transfer, or use any W&W products, technology, or software in the design, development, production, operation, installation (including on-site installation), maintenance (checking), repair, overhaul, or refurbishing of nuclear, chemical, or biological weapons (or the development, production, maintenance or storage of missiles capable of delivering such weapons), safeguarded and unsafeguarded nuclear materials, missiles, space launch vehicles, unmanned aerial vehicles, or maritime nuclear propulsion.
Military and other Restricted End Uses and End Users: Buyer represents and warrants that, unless authorized, it will not directly or indirectly sell, supply, export, re-export, make available, transfer, or use any W&W products, technology, or software for military end use or to military end users (including to the national armed services (army, navy, marine, air force, or coast guard), as well as the national guard and national police, government intelligence or reconnaissance organizations, or any person or entity whose actions or functions are intended to support military end uses), or for any other end use or end user that is restricted or prohibited under Trade Compliance Rules.
Antiboycott Compliance. Notwithstanding any other documentary provision pertaining to the transaction(s), no party shall take or be required to take any action prohibited or penalized under the antiboycott laws of any applicable foreign jurisdiction, including without limitation, the antiboycott laws administered by the U.S. Departments of Commerce and Treasury.
Consequences of Non-Compliance: Buyer agrees that all provisions of this Trade Compliance clause are material and violation of any representation or warranty may result in immediate termination of this Agreement by W&W. Buyer agrees to cooperate fully with any investigation by W&W of a suspected breach, and to protect, defend, indemnify and hold W&W and any of its affiliated companies harmless from and against all losses (including losses arising in connection with investigations by government authorities) that in any way result from a breach of the representations and warranties in this Trade Compliance clause.
Conflict of Laws. Buyer undertakes to immediately notify W&W if, at any time, Buyer’s ability to comply with the terms hereof is restricted due to conflict with requirements to comply with any applicable EU or local law. Buyer understands that, in any such event, W&W may – at W&W’s discretion and without incurring any liabilities – decide to decline purchase orders or make alterations to relevant transactions to ensure compliance with all applicable laws.

16.        Privacy
With regard to the personal information (meaning information on an identified or identifiable individual, hereinafter “Personal Data”) of Buyer processed within the sales of W&W products and/or services, W&W usually acts as data controller within the meaning of article 4(7) of the EU General Data Protection Regulation (hereinafter “GDPR”). In compliance with the GDPR and/or other applicable data privacy, data protection and data security laws, W&W will process Buyer’s Personal Data and, where applicable, Personal Data of individuals within Buyer’s organization, e.g. Buyer’s representatives (hereinafter the “Data Subjects”), in accordance with our privacy policy (Privacy Policy), which the Buyer declares to acknowledge. Personal Data are processed for the specific purpose of fulfilling W&W’s obligations under the contractual relationship with the Buyer, for the entire duration of the relationship. In case, based on the nature of the purchased W&W products and/or services, W&W is processing the Buyer’s Personal Data as data processor within the meaning of article 4(8) of GDPR, W&W and Buyer shall enter into a separate Data Processing Agreement. W&W shares Personal Data with third parties acting on W&W’s behalf, such as service providers. This includes entities based in the EU, USA and other jurisdictions outside the European Economic Area, but always under strict obligation of confidentiality and data security and based on proper safeguards, such as the current version of the EU Commission’s Standard Contractual Clauses. Data Subjects have the right to access and correct their Personal Data, object to the processing, and request W&W to restrict the processing or to delete the Personal Data. They further have the right to lodge a complaint with the relevant data protection supervisory authority in their country. W&W’s EU Data Protection Officer can be contacted at: Wish&Wash BV, Kneippstraat 90, 3600 Genk, Belgium, Attn: Data Protection Officer – email johan.maris@ecoforce-abrasives.com.

17.        Miscellaneous
17.1.      Entire agreement. These Conditions, together with W&W’s order confirmation and any document expressly incorporated by reference, constitute the entire agreement between W&W and the Buyer with respect to the subject matter hereof and supersede all prior or contemporaneous written or oral understandings, negotiations, representations or agreements relating thereto. No amendment or variation of these Conditions or of any Contract shall be binding unless agreed in writing by W&W. These Conditions may be amended by W&W. W&W will inform the Buyer about such changes via a message on its home page http://www.ecoforce-abrasives.com, on the invoice, by e-mail or via written notification. Any such future amendment shall apply only with respect to orders accepted after the effective date.
17.2.      Any provision in these Conditions which is void or inapplicable shall have no effect on the validity of the other provisions. Any invalid clause will be replaced by another one that is appropriate.
17.3.      W&W shall be entitled to carry out its obligations under the Contract through any agents or sub- contractors appointed by it in its absolute discretion for that purpose.
17.4.      W&W may at any time assign or transfer (in whole or in part) any of its rights and/or obligations under the Contract or these Conditions, including, without limitation, pursuant to any receivables purchase arrangements or similar transactions which W&W may from time to time enter into. The Buyer may not assign, sub-contract, sub-license or otherwise dispose of any of its rights and/or obligations arising from the Contract or these Conditions without the prior written consent of W&W (such consent not to be unreasonably withheld or delayed).
17.5.      All waivers must be in writing. The failure of either party to insist upon strict performance of any provision of this Conditions, or to exercise any right provided for herein, shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any other provision or right herein.
17.6.      Buyer is an independent contractor, and nothing contained in this Conditions shall be construed to constitute Buyer as the partner, joint venturer, employee, agent, servant or other representative of W&W, and Buyer does not have the right to bind or obligate W&W.
17.7.      The parties agree that electronic signatures and electronically signed documents in connection with any quotation, order, order confirmation, Contract or any amendment thereof shall be valid and binding as handwritten originals, and shall have the same legal effect as an original written document to the extent permitted by applicable law. For the purposes of this paragraph, “electronic signature” means a manually signed original signature that is transmitted by electronic means, a digital or encrypted signature, or any other form of electronic signature recognized under applicable law. “Transmitted by electronic means” includes transmission via facsimile, e‑mail (including documents in pdf or similar format) or other agreed electronic transmission channels. Any electronically signed document and any printout thereof shall constitute a record established and maintained in the ordinary course of business and shall be admissible in evidence to the same extent and under the same conditions as other original business records. Neither party shall challenge the admissibility or enforceability of such documents solely on the basis that they are in electronic form.
17.8.      Confidentiality. Except as required by applicable law or regulation, or with the prior written consent of W&W, the Buyer shall treat as confidential and shall not disclose to any third party any non‑public information of W&W received in connection with the negotiation, conclusion or performance of any Contract, including without limitation prices, commercial terms, technical information, drawings, samples and know‑how (“Confidential Information”). Buyer shall use Confidential Information solely for the purpose of performing the Contract and shall restrict access to Confidential Information to those of its employees, agents and advisers who have a strict need to know such information for that purpose and who are bound by confidentiality obligations at least as strict as those set out in this article. The obligations in this article shall survive termination or expiry of the Contract for a period of five (5) years, or for such longer period as mandatory law may require in respect of specific categories of information.

18.        Applicable law, competent judge
All Contracts are deemed executed at the registered office of Wish&Wash. This agreement is governed by Belgian law. Any dispute concerning the interpretation, implementation and cancellation of the present agreement which cannot be settled amicably will be resolved exclusively by the Courts of Tongeren or, as the occasion arises, by the Justice of the Peace Court of Brussels, 1st district. The seller may also, however, introduce any proceedings before the courts of the residence of the debtor. The Vienna Sales Convention does not apply.