1. Applicability

All sales of goods by DigiNet N.V. are subject to the present conditions, to the exclusion of the customer's own conditions, even if they are communicated afterwards. By placing an order, the sales and delivery conditions of DigiNet are accepted.

2. Offers

All our offers, prices and conditions are without engagement.
All prices are exclusive of VAT. The VAT is charged to the customer. If by any government measure cost price increasing taxes, levies or import duties are changed before delivery, we shall be entitled to pass on these changes, even if it has been agreed that the price shall be fixed, without this leading to cancellation of the orders placed by the customer.
Since our articles are mostly of foreign origin, among other things, any change in the exchange rate may entail an automatic revision of our prices.

3. Prices

Prices are valid for delivery free of charge to an address within Belgium, on the understanding that only orders of minimum 500 EUR are executed and that for shipments of less than 500 EUR, 15 EUR administration, handling and transport costs are charged. From 500 EUR, excluding VAT, shipments are carriage paid. Return costs of delivered goods shall be borne by the customer, unless the return is due to an error on our part.

4. Delivery

Unless otherwise agreed in writing, the goods are delivered at ground level in an easily accessible place under normal working conditions and during normal working hours.
All shipments are made ex warehouse of shipment at the customer's risk. The choice of mode of transport is ours, without us being liable to the customer in this regard. We shall only insure the transport if expressly requested by the customer and at his expense.
Terms of delivery and/or terms of execution of the work are only informal. Exceeding of delivery deadlines and/or deadlines for execution of the work do not entitle the customer to change the terms of payment, to a discount or to compensation, nor to a full or partial breach of contract or order.
When a part of an order is ready, we may, at our discretion, deliver this part or wait until all of what has been ordered is ready. In the case of delivery of orders by instalments in accordance with the foregoing, as well as in the case of delivery by instalments pursuant to agreement, each delivery shall be deemed to constitute a separate agreement to which the customer may not return after acceptance of the goods in question.
In the case of special manufacture, a deviation on delivery of plus or minus 10% is permitted depending on the result of the manufacture. Within this margin, the customer shall be obliged to accept the greater or lesser quantity at a proportionately higher or proportionately lower price respectively.

5. Acceptance - cancellation

Acceptance shall be deemed to have been refused if the goods ordered have been offered to the customer for delivery, but delivery has proved impossible. The customer shall therefore immediately be in default. The day on which the refusal takes place shall be deemed to be the date of delivery of the goods ordered.
All our costs resulting from the refusal to take delivery shall be borne by the customer, without prejudice to our other rights regarding this breach of contract.
Persistent refusal to take delivery by the customer after notice of default shall be deemed equivalent to cancellation of the agreement.
Otherwise, any cancellation of the order must be made in writing. As compensation for the fixed and variable costs and for the possible loss of profit associated with the cancellation, the buyer shall owe a fixed compensation of 10% of the sales price (excluding VAT).

6. Sight shipments

A sight consignment means the placing of products on view with the aim of visualizing and testing the product in which the customer is interested.
The customer is liable for all risks associated with the use of the products, expressly including the risks of theft, damage and destruction.
The sight consignment will be invoiced to the customer if, within 30 days of delivery of the sight consignment, the customer has not notified us in writing that he does not wish to keep the sight consignment and has thus returned the sight consignment to us carriage paid in its original packaging in good condition.

7. Returns

The customer must return authorized returns to us carriage paid as soon as possible, but at the latest within 8 days, in the original packaging and with the return slip, after which a credit note will be issued.

8. Payments

DigiNet is at all times entitled to demand security from the customer for the correct and timely fulfillment of his payment obligations.
The due date of all our invoices is 30 days of invoice date.
If payment is not made within this period, interest of 10% per annum shall be payable on the principal sum or balance, without notice of default. In the event of non-payment within thirty days of the due date, the principal sum or balance shall automatically and without prior notice be increased by 10% with a minimum of EUR 25, without prejudice to the right to claim the higher actual damages.
Without prejudice to the provisions of No. 10, a disputed invoice must be protested within 8 days of receipt.

9. Retention of title

The goods remain our inviolable property until paid for in full, including any interest and costs. Acceptance of a bill of exchange or other commercial paper does not yet count as payment in this regard and can never be considered as a deviation from these terms and conditions of sale. However, the goods are for the account and risk of the customer during the period between delivery and transfer of ownership.
In case of non-payment of an amount receivable, a request for extension of payment, a decision for liquidation in case of the customer's death, as well as in case of dissolution or termination of the purchasing company, we shall have the right to cancel the order or that part of it still to be delivered, and to reclaim as our property the goods delivered by us, if and insofar as invoices for them are still outstanding, without prejudice to our rights to compensation for any loss or damage. In all of the aforementioned cases, our claims against the customer shall become due and payable at once, insofar as they are not already due and payable.
In the cases referred to in the preceding paragraph, we shall also be entitled, without further notice of default or judicial intervention being required, to declare all agreements concluded with the customer to be dissolved, without prejudice to any other rights we may have.
If the price is not paid in full, the customer is forbidden to sell, rent, pledge or dispose in any way of the goods without DigiNet's explicit written consent.

10. Complaints

The purchaser should take immediate possession of the goods and check their conformity. Possible complaints for non-conformity must be made in writing to N.V. DigiNet at the latest within 8 days after delivery. Hidden defects must be notified in writing to N.V. DigiNet within 8 days after discovery of the defect. Possible damages cannot exceed the price.
A customer can never invoke any dispute regarding the delivered goods to justify the non-execution of payments, nor can a customer, with regard to a certain delivery, influence the settlement and payment of deliveries already made or to be made.
Slight, customary or technically unavoidable deviations and differences in quality, color or workmanship cannot constitute grounds for complaints.

11. Liability

Liability for death, personal injury and/or material damage to installations and property of the customer is only accepted if the damage is caused during the execution of the work performed by us and if this damage is the result of gross negligence or intent of persons employed by DigiNet in the execution of such work.
Liability for damages referred to in this paragraph is explicitly limited to a maximum of EUR 125,000 in total per event, or a related series of events.
DigiNet shall not be liable for any other damage, direct or indirect, including the loss of information, even if it arises from a hidden defect for which DigiNet has not accepted liability in these conditions, without prejudice to mandatory statutory provisions.

12. Force majeure

A failure in the fulfillment of an obligation of DigiNet shall be considered as force majeure on the part of DigiNet if it results from, among other things, default and/or shortcoming by our suppliers, subcontractors and/or carriers, strike or lockout.

13. Warranty

Should there be a defect in the goods delivered by us, they will, at DigiNet's discretion, be repaired or replaced or taken back against refund of the price, depending on the warranty conditions applicable or customary at DigiNet for this item. Any other compensation is excluded. Unless otherwise agreed, the warranty is limited to a 
period of 3 months. As a condition of the warranty obligation, the customer shall ship the goods in question postage paid to the DigiNet address.

14. Industrial and intellectual property

If a good delivered by DigiNet infringes a patent or model right or other industrial or intellectual property rights of third parties, DigiNet shall, at its discretion and after consultation with the customer, replace the good concerned by a good that does not infringe the right concerned or acquire a license right, or take back the good against repayment of the price paid minus an amount for wear and/or age. In all cases, the customer shall inform DigiNet fully and in good time about the claims of third parties, under penalty of losing the right to the above-mentioned performances.

15. Applicable law

Belgian law shall apply exclusively to all agreements concluded by us.

16. Disputes

All disputes will be submitted to the courts of Tongeren. However, N.V. DigiNet reserves the right to bring any dispute before the courts of the customer's domicile.