Sales policy

1. General
“ECLO”, “we”, “us”: ECLO SRL with registered offices at Rue de Waremme 109, 4530 Villers-le-Bouillet, Belgium with company no. BE 0656.696.433.

The “Buyer”: The company to whom ECLO SRL supplies goods or services (collectively the “Products”) of any kind. Except as otherwise explicitly agreed in writing between ECLO and the Buyer, these Sales Terms and Conditions (the “Conditions”) will apply to all advertisements, quotations, tenders and agreements concluded between ECLO SRL and the Buyer, whether in writing or verbally, as well as to all negotiations undertaken between the parties (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 for information purposes only, and thus without commitment, and may be amended at any time. Assignments and acceptances of offers by the Buyer are regarded as irrevocable.

2.2 An agreement with ECLO is only established when ECLO has confirmed the order in writing within 8 days following its receipt or when it has started performing the work. Possible additions or amendments shall only bind ECLO if confirmed in writing by ECLO. Customers must place orders at least 8 weeks in advance to guarantee volumes for the 5-week incubated shiitake and eryngii substrates, and at least 15 weeks in advance for the ripe shiitake substrates.The customer is responsible for ensuring their order aligns with their needs, based on our specified deadlines and capacity.

2.3 ECLO reserves the right to refuse to enter into, and to cancel any order, placed under this Contract if ECLO in its sole discretion judges or determines that the acceptance of 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. The Buyer agrees that any such refusal or cancellation by ECLO will not constitute a breach of any obligation under this Contract and hereby waives any and all claim against ECLO for any loss or expense, including consequential damages, that the Buyer may incur by virtue of such refusal or cancellation.

3. Prices
The prices stated on price lists, quotations and order confirmations are indicative, and may be amended by ECLO without prior warning until the agreement is finally concluded. Prices exclude taxes, import duties, mailing costs, insurance, permits and installations. Currency exchange fluctuations, import duties, insurance and freight charges and procurement prices of the components and services may cause ECLO to amend its prices.

4. Terms of delivery and transportation
4.1 Delivery is considered complete upon departure from our storage facilities (EXW, Incoterms 2010). The Products always travel at the Buyer’s risk, even if they are being sent carriage free. The risk of loss, damage or destruction of the goods to be supplied by ECLO is borne by the Buyer from the moment of departure from our storage facilities.

4.2 The method of transport, shipping, packaging, etc., is determined by ECLO 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 corresponding costs.

4.3 The periods stated for delivery and implementation are not binding and are only target dates. 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.

4.4 ECLO explicitly reserves 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.

4.5 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 to accept the Products on delivery or to only accept them subject to a written reservation. Every complaint relating to the Products delivered must be sent to us in writing within 10 working days as from the receipt, with a reference to the dispatch note. After 10 working days, the Products will be deemed to have been finally and irrevocably accepted by the Buyer and no further complaints will be taken into consideration.

4.6 No goods may be returned.

4.7 If the Buyer fails to give ECLO adequate delivery instructions or unjustifiably refuses to accept the delivery of the Products, ECLO is entitled to, without prejudice to any other right or remedy available:

(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 month started; or

(ii) terminate the Contract forthwith and sell the Products. The 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.

4.8 DANISH TROLLEY SALES AND RETURNS

-> FOR CLIENTS TAKING LESS THAN A FULL TRUCK PER DELIVERY

• The Danish Trolleys sold are billed at a price of 110 euros each.
• The Danish Trolleys returned are credited for an amount of 110 euros each.
• The number of Danish Trolleys is calculated as follows:
• 1 Danish Trolley = 1 base + 8 trays + 4 posts + 4 extensions.
• It is the customer’s responsibility to return the equivalent in spare parts.
• Excess parts will not be refunded.
• ECLO reserves the right to refuse the refund of a Danish Trolley under the following conditions:
• The bases of the Danish Trolleys do not have an ECLO tag.
• The Danish Trolleys have been used for purposes other than simple substrate transportation
• (block fruiting, emptying, etc.) and/or show clear signs of contamination. For the safety of our
• production we cannot have contaminated trolleys returning.
• Parts are damaged, in particular split, warped or moldy wood, broken metal frames, and
• twisted bars or extensions.

-> FOR CLIENTS TAKING AT LEAST ONE FULL TRUCK PER DELIVERY

• A «debit/credit» table, shared online (Google Sheets), is kept up to date to record sales and returns of empty containers:
• Each Danish Trolley sold will be debited (negative balance).
• Each Danish Trolley returned will be credited (positive balance).
• The number of Danish Trolleys is calculated as follows:
• 1 Danish Trolley = 1 base + 8 trays + 4 posts + 4 extensions.
• It is the customer’s responsibility to return the equivalent in spare parts.
• Excess parts will not be credited.

ECLO reserves the right to refuse the return of a Danish Trolley under the following conditions:

• The bases of the Danish Trolleys do not have an ECLO tag.
• The Danish Trolleys have been used for purposes other than simple substrate transportation (block fruiting, emptying, etc.) and/or show clear signs of contamination. For the safety of our production we cannot have contaminated trolleys returning.
• Parts are damaged, in particular split, warped or moldy wood, broken metal frames, and twisted bars or extensions.
• ECLO reserves the right to bill the Danish Trolleys at a price of 95 euros per piece in the following cases:
• The client’s negative balance falls below -128 Danish Trolleys (equivalent to about 1 full truck of stacked Danish).
• The balance remains negative for more than two consecutive months; this means that at least once every two months, the customer must return their empty containers to ECLO.

If one of these two conditions is met, an email will be sent to the customer. If the Danish Trolleys are not returned within the following two weeks, the Danish Trolleys in negative balance will be billed and the negative balance will be reset to 0. However, these Danish Trolleys can be credited later if they are returned.

-> ADVICE ON STACKING DANISH TROLLEYS FOR THE RETURN OF EMPTY CONTAINERS
As much as possible (for the return of small quantities of Danish Trolleys), it is preferable, both for the customer and for ECLO, not to stack the Danish Trolleys, but to return them as is.
When stacking is necessary to maximize space in the truck (about 128 equivalent Trolleys for a full truck):
MAX 31 trays stacked on 1 base with posts (trays inside the holes of the posts)
MAX 16 base stacked (with ECLO label).
MAX 4 uprights & 4 extensions per base, arranged on a europallet.
Please make sure to properly count the spare parts (1 base must correspond to 4 uprights, 4
extensions and 8 trays) for a correct return.

5. Retention of title
5.1 The Products remain the property of ECLO until the Buyer has fulfilled all its contractual obligations, including the payment in full of the sales price and any associated amounts (expenses, VAT, any compensation due, any late payment interest that is due, etc.).

The Buyer undertakes to advise ECLO 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; or
(iii) the Buyer is clearly insolvent.

5.2 In the event of any attachment, bankruptcy or (provisional) moratorium on payments, or clear insolvency, the Buyer 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 11 of these Conditions.

5.3 If requested by ECLO, Buyer shall assign to ECLO any rights Buyer may have against third parties, including its insurers, for loss or damage to our Products.

6. Liability

6.1 The obligations of ECLO as a result of an attributable shortcoming or any other legal ground, are, at ECLO choice, limited to replacement of the defective item or reimbursement of the amounts received from the Buyer in connection with the poor performance, in
which case the agreement is terminated as far as the poor performance is concerned.

6.2 ECLO will in any case not be liable, either contractually or extra-contractually, for losses caused to persons or to Products, other than the Products supplied. This limitation of liability will also apply if, for whatever reason, our 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. All liability, warranties, conditions or terms implied by law are hereby excluded to the extent such exclusion is permitted by law.

6.3 Except as expressly provided in these Conditions, ECLO shall not be liable to the Buyer for any financial, consequential, indirect or other loss or damage (including loss of profits, revenue, expected savings, use, records or data; costs of procurement of substitute Products, damage to reputation or goodwill) caused to the Buyer and arising out of or in connection with these Conditions or a Contract hereunder.

6.4 ECLO 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 or in accordance with the conditions in the quotation or normal usage conditions, modification or alteration that was not authorized by ECLO, or use in conjunction with a third party product;
(ii) Buyer’s negligence; or
(iii) the breach of Buyer’s obligations under this Contract.

6.5 The Buyer will not be in a position to file any complaint, on any ground whatsoever, after the period stated in these Conditions.

6.6 The Buyer shall indemnify ECLO, its employees and any companies it has engaged for the performance of the Contract against any third-party claim in connection with ECLO’s performance of the Contract, if these claims are exceeding ECLO’s liability.

6.7 The Buyer is not entitled to extend or transfer the foregoing warranties to any other party.

6.8 Nothing contained herein shall be construed as excluding or limiting ECLO’s liability for:
(i) personal injury or death resulting from ECLO’s negligence;
(ii) its fraudulent misrepresentation; or
(iii) any matter for which ECLO may not exclude or attempt to exclude its liability under applicable law.

7. Force majeure and hardship

7.1 All delivery and other obligations of ECLO will be suspended in the event of force majeure. In such case, ECLO 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, machinery failure, staff sickness, fire, explosion, accidents of any kind and any cause hampering the normal supply by our suppliers of raw materials, fuels and inventory for our normal production, transportation or dispatch, as well as all similar circumstances affecting ECLO, its subcontractors or suppliers.

7.2 If a force majeure situation continues for more than two months, either party will be entitled to cancel the agreement without any right to compensation.

7.3 In case of unforeseeable economic events (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) that result in the upheaval of the economic balance of the Contract, the affected party shall notify the other of said events, the parties will agree to 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 above mentioned notification, each of the parties may terminate the Contract, or the non-performed part of the order, all without compensation.

8. Re-sale
8.1 The Buyer may only re-sell the Products if he has become the legal owner of the Products in accordance with the provisions in these Conditions.
8.2 The Products may 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 the valid title of 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 ECLO, provided the foregoing shall not constitute Buyer as an agent of ECLO for the purposes of any such resale.

9. Intellectual property
9.1 ECLO explicitly reserves all of its intellectual property rights, in the most extensive interpretation possible, including its patents, trademarks, trade names, copyrights, drawings, models and know-how. All of the intellectual property rights are and remain the exclusive property of ECLO or third-party right-holders and never transfer to the Buyer.

9.2 The supply and/or use of the equipment in performance of the agreement thus consists of a simple use license stripped of any exclusivity and aimed at the Buyer’s particular needs.

9.3 The Buyer shall not use ECLO’s name, brands names, logo or any other identification marks for the purpose of advertising or publicity without the prior written consent of ECLO.

10. Payments
10.1 All amounts due to ECLO are payable within 14 days as from the invoice date (except other arrangements discussed with the client), without discount, deduction or offset. However ELO can ask for prepayment.

10.2 No payment made to our staff or representatives amounts to a discharge by us without a receipt from our accounting department.

10.3 Every complaint relating to an invoice must be sent to us, by email, stating the date and number of the invoice, within a time period of 10 working days as from the receipt of the invoice. After the expiration of this time period, the invoice will be considered as having been finally and irrevocably accepted by the Buyer, and no further complaint whatsoever will be taken into account. Under no circumstances shall a complaint justify suspension of payment.

10.4 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 ECLO to demand the payment at the time of dispatch for quantities still to be delivered, for all current transactions or orders with the Buyer.

10.5 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 yearly legal rate in Belgium (12,5% in 2024), with each month that has commenced becoming due.

10.6 If no payment has been made on the due date, it is explicitly agreed between the parties that the Products may be taken back if ECLO 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 costs or damages encountered.

10.7 Failure to enforce one or more of the rights contained in this clause does not result in ECLO renouncing the right to enforce any other rights provided for in this clause. Accepting negotiable instruments does not imply any renovation of debt, or any deviation from the Conditions.

10.8 In order to simplify invoicing in the event of several shipments, we may send out collective invoices.

11. Suspension and cancellation
If the Buyer does not properly or timely fulfil an obligation to ECLO, ceases its activities, is no longer solvent, is in a position of debt settlement, finds itself in state of bankruptcy, submits an application or request to that end, is going into liquidation or submits an application or request to open a reorganization procedure under the Law on the continuity of enterprises, all claims by ECLO will become immediately due and payable, along with collection costs, and ECLO 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) terminate or cancel all of its agreements with the Buyer, either in whole or in part, as well as, at its discretion, any pending order; all without prejudice to its right to claim compensation for the damage caused and the other rights of ECLO under any agreement, and without ECLO being obliged to pay any compensation. Notwithstanding any other provision in these Conditions, all sums outstanding under the Contract will become immediately due upon termination of the Contract.

12. Compliance with regulatory requirements
12.1 The Buyer hereby confirms that it is familiar and will comply with all applicable legislation and regulation, by-laws and rules in relation to preventing bribery and corruption 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 ECLOor to any other party whatsoever in a manner that is in violation thereof. Nothing in these Conditions, including the Contracts concluded thereunder, shall result in ECLO’s being liable to compensate the Buyer for any such payment provided or promised.

12.2 The 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 its use of the Products. The Buyer shall procure at its expense all permits and licenses required to use or store the Products.

12.3 The Buyer acknowledges that the goods to be supplied could be subject to national and/or foreign statutory provisions, restrictions and regulations for use, import and export controls and embargo, and may not be sold, leased out or otherwise transferred or used for purposes other than those agreed without export permits from the competent authorities. The Buye declares it shall comply with all such laws and regulations including all applicable trade compliance control laws and regulations relating to the Products.

12.4 Any breach by the Buyer of any of the obligations contained in this article 12 is a fundamental breach of the Conditions and shall give ECLO the right to terminate the Contract with immediate effect, without prejudice to any other of ECLO’s rights or means of redress under the Contract or the applicable legislation.

12.5 The Buyer shall indemnify, defend and hold ECLO harmless from any liability, damage, costs or expenses and for each loss that ECLO would suffer and that results from the violation or alleged violation by the Buyer of the obligations contained in this article 12.

13. Privacy
The Buyer agrees that in the context of its sales process ECLOand any agents or sub-contractors appointed by it may collect, store and use data from the Buyer, including personal data, for the purpose of fulfilling its obligations under this Contract as well as facilitating its marketing efforts and the sale of the Products. The processing of personal data is based on its necessity for the performance of the obligations contained in this Contract and the legitimate interests of ECLO regarding its marketing activities and the sale of the Products. The data shall be stored as long as necessary for the sales process. The Buyer shall receive Product and promotional information via email or other electronic means unless the Buyer notifies ECLO in writing that it does not wish to receive such promotional information.
The Buyer shall ensure that when it provides data of third parties to ECLO, the Buyer has obtained the approval of that third party for the use and processing of such data by ECLO.

ECLO will share data from the Buyer, potentially including personal data, with agents or sub-contractors and associated companies for the purpose of fulfilling its obligations under this Contract as well as facilitating its marketing efforts and the sale of the Products. The recipients may be located outside the European economic Area; e.g. United States of America. In accordance with the EU General Data Protection Regulation the Buyer may have the right to request access to and rectification or erasure of personal data. The Buyer may
request for a restriction of processing or may object to processing its personal data or use its right to data portability. The Buyer may also have the right to lodge a complaint with the supervisory authority. All abovementioned requests to ECLO should be made in writing.

14. Miscellaneous
14.1 These Conditions may be amended by ECLO. ECLO will inform the Buyer about such changes via a message on its website – home page http://www.eclo.farm -, on the invoice, by e-mail or via written notification.
14.2 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.
14.3 ECLO 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.

15. Applicable law, competent judge
All Contracts are deemed executed at the registered office of ECLO. These Conditions, including the Contracts concluded thereunder, are governed by Belgian law. Any dispute concerning their interpretation, implementation, performance and cancellation will be resolved exclusively by the Courts of Liege, division Huy, Belgium. The Vienna Sales Convention does not apply.