General Terms of Sale

1. Application

The present general sales conditions apply to any sale or delivery of goods by iQunet bvba, Broekstraat 82, B-9220 Hamme, company number 0633 734 355 (hereinafter “iQunet”), to the exclusion of any general or specific conditions communicated at any time by the Buyer (hereinafter the “Buyer”). Any agreed derogation to these general sales conditions will only apply to the specific sale for which such derogation has been granted. By making any order, the Buyer acknowledges the present general sales conditions and irrevocably agrees to be bound by them.

2. Offers and Orders

2.1. Quotations from iQunet are only valid for the duration indicated on the quotation. iQunet is only bound by an order, after written confirmation thereof by iQunet.

2.2. The agreement is deemed to have been concluded and to be binding if, after receipt of an order, iQunet confirms this order in writing.

3. Delivery

3.1. All goods that iQunet sells are delivered to the Buyer in accordance with “DAP” (ICC Incoterms 2010) both within and outside the EU (see art. 8.1)

3.2. The delivery times indicated are non-binding on iQunet , and are only given as an estimate. iQunet is entitled to perform partial deliveries.

3.3. Delay in delivery may not lead to the cancellation of the sale or payment of damages to the Buyer. Accordingly, the Buyer is not relieved of any obligation to accept or pay for goods because of a delay in delivery. In case of non-delivery of goods, advances that may have been paid by the Buyer will be reimbursed by iQunet, without any additional interests or other compensation.

4. Retention of title

4.1. The goods supplied by iQunet remain its exclusive property until payment of the price in full by the Buyer. In case of non-payment upon the due date by the Buyer – and without prejudice to iQunet’s rights under clause 8.6 – iQunet will automatically be entitled to claim the goods back, ipso jure and at the Buyer’s expense.

4.2. If the Buyer resells the delivered goods before payment of the full price owed to iQunet, the retention of title will apply to the price owed to the Buyer or, as the case may be, the Buyer’s claim on its customer as a result of this sale will be pledged to iQunet as security for the payment of the price owed to the latter.

5. Complaints

5.1. Unless otherwise provided in specific warranties offered by iQunet, any complaint regarding a shortage, defect or non-conformity (jointly a “Defect”) of the delivered goods is only valid if notified to iQunet in writing as soon as possible after delivery and no later than:

• three business days after delivery of the goods in respect of immediately noticeable, visible Defects; and
• three business days after the date of discovery of the Defect, or the date on which the Defect reasonably could have been discovered, in respect of all other Defects, but in any event no later than three (3) months after delivery of the defective goods.

5.2. Unless otherwise provided in specific warranties offered by iQunet, a complaint by the Buyer pursuant to clause 5.1 will only be valid if:

• the complaint is made within the periods set out in clause 5.1, after which the Buyer is deemed to have waived all rights against iQunet in respect of a Defect of the goods or the way that iQunet fulfilled its delivery obligations; and
• the delivered goods have remained in the same condition as at delivery; and
• the delivered goods have been used properly and in conformity with the agreed or usual purpose; and
• the Buyer has fulfilled all its obligations towards iQunet.

5.3. No goods may be returned by the Buyer without iQunet’s prior express and written consent.

6. Limited General Warranty

6.1. In case of a timely and valid complaint for a non-compliant delivery, iQunet shall at its option:

• replace or repair the concerned goods at no cost; or
• supply equivalent goods; or
• credit the Buyer as far as is reasonable in whole or in part for the invoice value of the goods concerned.

6.2. The general warranty set out in this clause 6, may be amended or complemented by specific warranties offered by iQunet from time to time.

6.3. iQunet-products will materially conform to the technical specifications and features provided for by the applicable catalogues and technical documentation. iQunet guarantees delivery in accordance with the presented samples with explicit reservation for small deviations in color and in quality. Similarity in color can only be guaranteed with simultaneous orders. The measures and dimensions in the catalogue and/or the price list are approximate. iQunet reserves the right to small deviations as well to changes in form and view of a model.

7. Liability – Force majeure

7.1. iQunet’s liability towards the Buyer is limited to the fulfilment of the warranty set out in clause 6. Consequently, iQunet is not liable for damage caused by the Buyer, except for damage caused by iQunet’s own fraud or willful misconduct. iQunet is under no circumstances liable for loss of profits or production, environmental damage or any other consequential or indirect damage, whatever the nature, suffered by the Buyer. Moreover, iQunet is not liable for damage caused by its agents and sub-contractors (including damage due to their fraud, willful misconduct or gross negligence).

7.2. iQunet is not liable for a delay in the performance of or a failure to perform its obligations arising from any event beyond its normal control, including without limitation, interruptions in production; difficulties in supply; shortages of raw material, labor, energy or transport; or delays in transportation; strikes; lock-outs; work interruptions; or any other collective labour disputes affecting either iQunet itself or its suppliers, whether or not such events are foreseeable.

8. Price and payment

8.1. The prices for goods are based on DAP (ICC Incoterms 2010) for delivery both within and outside the EU and are exclusive of VAT.

All taxes or contributions, of whatever nature, levied on the price or the goods, as well as transport or insurance costs, as the case may be, need to be paid separately by the Buyer.

8.2. Unless stated otherwise, invoices are payable within fourteen (14) days after the invoice date, without deduction or discount, in the currency as set out therein and if no specification is made, in euro. The acceptance by iQunet of bills of exchange or other payment instruments does not constitute a novation of debt. No ground, such as e.g. the filing of a complaint regarding the delivered goods, entitles the Buyer to withhold its payment.

8.3. The Buyer relinquishes any right to set off rights (schuldvergelijking/ compensation de dettes/ Aufrechnung). iQunet, however, may set off any amounts owed to it by the Buyer against any amounts iQunet owes the Buyer.

8.4. Any sum remaining due after the date of payment shall, ipso jure and without notice, produce an interest of one (1) per cent per month from the date of issuance of the invoice, each month having commenced being regarded as a full month.

8.5. In case of total or partial non-payment of an invoice upon due date, the Buyer shall, ipso jure and without notice, owe an indemnity of ten (10) per cent of the amount remaining due, with a minimum of EUR 125, and without prejudice to any other rights or remedies of iQunet to obtain full compensation for the costs and damage incurred.

8.6. iQunet is entitled, ipso jure and without notice or other formality, to postpone performance of its obligations towards the Buyer under any agreement, to terminate any agreement concluded with the Buyer with immediate effect, to claim immediate payment of all outstanding claims (including those not yet due) or to refuse performance except against cash payment, notwithstanding any prior agreement – without prejudice to any other remedies which could be applied by iQunet – if:

• an invoice is not fully paid upon its due date, or
• the Buyer does not fulfil any of its obligations under an agreement, or
• the Buyer becomes insolvent, bankrupt, files or has filed against it a petition in bankruptcy, makes a proposal in relation to its insolvency under any bankruptcy legislation, ceases to carry on all or a substantial part of its business, makes an assignment for the benefit of its creditors, or if iQunet has good reasons to believe that the Buyer becomes unable to pay its debts as they come due, or there is a direct or indirect change of control over the Buyer or Buyer transfers all or substantially all its assets to a third party in any manner (including by merger, (partial) split, transfer or contribution of universality or branch of activity).

8.7. Failure to take immediate action against any breach or default by the Buyer may under no circumstances be construed as a waiver by iQunet of its right to act against such breach or default at a later point in time.

9. Intellectual property

All intellectual or industrial property rights to the goods sold (including, but not limited to, trademarks, brands, logos, copyrights or designs) belong exclusively to iQunet or its licensors. The Buyer may not reproduce, transfer or process these intellectual property rights without the prior written permission of iQunet. The Buyer will not acquire goodwill or other rights to the intellectual property rights of iQunet, even if it has been used for a longer period of time.

The Buyer is not permitted to remove or change any indication on the goods regarding confidentiality, copyrights, brands, trade names or other rights of intellectual or industrial property.

Unless otherwise agreed, the Buyer only acquires a non-exclusive, non-transferable right to use the software for his own needs. The software can only be used on the processing system specified in the contract, the Buyer may not make any changes or allow third parties to make changes.

10. Governing law and disputes

10.1. All relations between iQunet and the Buyer are governed by Belgian Law, to the exclusion of (i) the provisions of the United Nations Convention on Contracts for the International Sale of Goods and (ii) the rules on conflicts of laws.

10.2. If the Buyer is established in a Member State of the European Union, any dispute between iQunet and the Buyer shall be submitted to the exclusive jurisdiction of the Courts of Dendermonde (Belgium). If the Buyer is not established in a Member State of the European Union, any dispute between iQunet and the Buyer shall be finally settled under the CEPANI Rules of Arbitration by three arbitrators appointed in accordance with the said rules. The seat of the arbitration shall be Brussels. The arbitration shall be conducted in English.

10.3. Notwithstanding the foregoing, iQunet will be entitled, at its sole discretion, to submit a dispute to a jurisdiction located in the district or region where the Buyer maintains its place of business.