Terms and Conditions

1. Scope of Application

We/us shall refer to Infinigate Belgium BV, having its registered office at 2800 Mechelen at Blarenberglaan 3B. You/your shall refer to the buyer.

1.1 These general terms and conditions and information apply to all purchases of products (including hardware and software) or services offered through the website (the Site) or others by us as reseller, if applicable, the suppliers of the Services to you as a buyer, regardless of whether in doing so you are acting as a professional or as a consumer.

You are aware that we are not the manufacturer of the Products but act as a reseller of the Products. On the other hand, we act in the capacity of supplier of the Services offered on the Site or intermediary of Services provided by our partner whose name and logo appear on the Site or by third parties (hereinafter all referred to as the ‘Suppliers’), depending on what is indicated for the relevant Service.

For Products: we sell Products to you under our own name and for our account that we have previously purchased from our Suppliers. We therefore have the role of reseller vis-à-vis you and conclude a sales contract directly with you. As we are not a manufacturer, please also refer to the documentation relating to the Product supplied by the Supplier in the context of these General Terms and Conditions.

Some Products we sell (in particular software) require the registration of a licence with the Supplier. Therefore, the contract you enter into with us enables you to use the Product only if you accept the terms of the Supplier’s licence and you comply with those terms.

For the Services (customer service, warranty extension): if the Site and the description of a particular Service indicate that we are not the supplier of the Service for which you register on the Site, the sole purpose of the contract you enter into with us is to grant you the right to use the Service to be provided by the Supplier under and in accordance with the terms of a contract you will enter into with the latter to which we will not be a party. The only person performing the Service or arranging the provision of the Service is the Supplier. For this reason, in some cases the Supplier may ask you to accept and abide by its own terms of delivery before the Service is provided. On the other hand, if the Site and the description of a particular Service indicate that we are a supplier of that Service, the Service provision contract is concluded between you and us and is subject to these Terms and Conditions.

1.2 By placing an order through the Site or otherwise, you agree to abide by the provisions of these Terms and Conditions. The applicability of any terms and conditions of the other party, however named, is expressly rejected.

2. Offer, Confirmation and Acceptance

2.1 All prices, offers and descriptions on this Site are made on the basis of availability of the items. These may be removed or changed at any time before your order is placed (see below). We reserve in particular the right to change our prices at any time. The Products or Services will be invoiced on the basis of the prices in force at the time you confirm your order, on which the contract between us is formed.

2.2 We make every effort to ensure that items appearing on the Site are actually available, but we cannot guarantee that all items will be in stock or readily available when you submit your order. We reserve the right not to accept or to cancel your order (without incurring any liability on that account or owing you any compensation) if we are unable to process or fulfil it. In such a case, we will refund any payments you have already made for the item in question.

2.3 To confirm your order, you will receive a sales order by e-mail, which you are expected to check and approve. Please note that sending this sales order does not mean that the items ordered are available.

3. Your Obligations

3.1 You declare that the information you provide when placing an order is up to date, accurate and sufficient for us to complete your order. You also declare that you have the legal authority to enter into contracts.

3.2 You are responsible for accurately maintaining and timely updating your account details and for securing such information (in particular, the passwords we provide to you that allow you to access the Site or purchase Products) from unauthorised access.

3.3 For agreements, deliveries and orders for which no written offer or order confirmation has been made, the invoice or delivery note shall also be regarded as order confirmation, which is deemed to represent the agreement correctly and completely.

3.4 You may not invoke any warranty, promise or any other obligation on our behalf or on behalf of any product manufacturer, licensee or supplier without our prior express written consent.

4. Price and Payment Terms

4.1 Except with our express agreement to the contrary, the prices of Products and Services are those stated on the Site at the time you place your order. Occasionally, incorrect prices may have been quoted due to programming or data transcription errors. We generally apply the quoted price, but reserve the right, to the extent permitted by law, to adjust this price before or after Approval and propose to you to buy the Products and Services at the market price in situations where the quoted price is significantly below the market price and clearly incorrect. If you do not wish to buy the Products or Services at the market price, you may cancel your order entirely free of charge.

4.2 All prices (unless otherwise indicated) are stated in euros.

4.3 We ensure that the prices and descriptions displayed on the Site are accurate, but errors may always occur. We reserve the right to notify you of any error in the description or price of any Product ordered, subject to the provisions of Article 4.1, before proceeding with shipment. In this case, we will notify you of the corrected description or price in our order confirmation and you may proceed with your order or cancel it entirely free of charge. If you choose to proceed with your order, you accept that the Product or Service will be delivered to you in accordance with the corrected description and price.

4.4 The places where we can deliver are listed on the Site. Unless otherwise specified, quoted prices are:

• 4.4.1 Exclusive of shipping or transport costs to the agreed place of delivery. These costs are indicated on the Site and added to the price before your order is placed; you accept the shipping or transport costs of the Product as indicated on the Site and added to the price;
• 4.4.2 Exclusive of VAT and any other rights or levies which must be added to the price due.

4.5 Payments must be made before delivery, according to the terms on the Site (excluding any other terms, except with prior agreement on our part).

4.6 Unless expressly provided otherwise elsewhere in the General Terms and Conditions, the full amount due may be collected despite a claim that the delivery is incomplete or Products are defective.

4.7 In case payment is invoiced (with our consent), each invoice must be paid in full within thirty (30) days from the date of the relevant invoice. If you fail to pay any of the amounts by the stipulated payment deadline, all invoiced amounts not yet paid by that date will become immediately due and payable upon a simple request on our part.

4.8 In case of payment on an invoice basis, no reduction or compensation is possible on the amounts due without our written consent, which will be refused without reasonable justification. You are nevertheless allowed to offset any amount you owe us with a debt-claim that you have against us with a credit note received from us. After payments are due, we may also take legal action for the price of Products at any time, regardless of whether or not the transfer of ownership of such Products has already taken place.

4.9 In the context of payment on the abovementioned invoice basis, we may change or cancel any previously agreed payment period at any time. Failure to pay any amount due by the stipulated deadline shall result in the charging of interest at the maximum legally permissible rate, calculated daily from the agreed payment date until full payment is made (it shall be applied both before and after a court order). You must reimburse us, on demand, all costs reasonably incurred by us to recover all unpaid amounts.

5. Termination

5.1 If you are subject to any restructuring proceedings, insolvency or judicial liquidation or if you are unable to pay your debts within the agreed payment terms or if you fail to pay any amount when due or if you breach any of these provisions, we may, within the limits set by law and without waiving any of our other rights:

• 5.1.1 halt Products in transit,
• 5.1.2 delay further deliveries of Products,
• 5.1.3 halt or delay the provision of Services;
• 5.1.4 by written notice cancel your order and all other contracts between us and you by operation of law.

6. Delivery and Risk

6.1 Delivery will take place at any validly agreed delivery address as submitted by you. Some delivery addresses indicated on the Site may require prior approved, which is indicated in our order confirmation. Before placing your order, you must check the delivery address and the stated addresses of all acknowledgements of receipt or approvals we send you and inform us without delay in case of errors or omissions therein. We reserve the right to charge you for all costs and additional charges resulting from changing an address after you have placed your order.

6.2 If you refuse delivery of Products delivered in accordance with the General Terms and Conditions, all risks of loss or damage will automatically be recovered from you. In addition, without waiving any other rights or resources available to us, we are entitled:

• 6.2.1 if applicable to immediate and full payment for the Products or Services delivered and (i) either to deliver in a manner appropriate to us, (ii) or store the Products at your risk;
• 6.2.2 to immediate payment of all storage costs of the Products, as well as other and additional costs we may incur if the Products are not delivered due to your fault;
• 6.2.3 to sell the Products to a third party thirty (30) calendar days after the agreed delivery date on terms we deem appropriate and cancel your order and recover from you the difference between the Product sold and the full price of such cancelled order.

6.3 Subject to any provision of mandatory law or public policy applicable to you as a consumer within the meaning of Article 1.2, and subject to the provisions of Article 7, you may not refuse the Products, in whole or in part, on the grounds that a delivery is incomplete, notwithstanding an incomplete delivery. However, if you have notified us of your objection within a period of seven (7) calendar days from the date of receipt of the invoice or delivery, taking into account the latest date, we will refund you the quantity not actually delivered.

6.4 In the case of a delivery of Products in instalments, each partial delivery shall be regarded as the performance of a separate contract. This means that an identified defect in a partial delivery does not entitle you to cancel the contract in its entirety or to refuse a subsequent partial delivery.

6.5 Unless otherwise specified in the General Terms and Conditions, the risks of loss of or damage to the Products shall pass to you from the date of delivery (that being their being made available to you in the event of your refusal or failure to take delivery) or the date on which you (or a third party nominated by you, who is not the carrier, or the carrier chosen by you if that choice has not been proposed by us) have taken physical possession of the Products, whichever comes first.

7. Refusal, Damage or Loss in Transit

7.1 You should check the Products immediately on delivery to ensure that they are in good condition, in accordance with the description and complete. You may return purchased Products to us in accordance with the General Terms and Conditions or our applicable Rules for returning Products. These are listed on the Site.

7.2 Subject to the foregoing and any applicable Rules for returning Products, and without waiving any rights granted to you by law, in particular as a consumer, by mandatory law or public policy:

• 7.2.1 we are not liable for Products and Services and you do not have the right to refuse them, except in the case of:
  • (a) damage to or loss of Products or any part thereof in transit (where the Products are transported by our own carrier or by a carrier on our behalf) and you have informed us within three (3) working days of receipt of the Products of your reservation at the time of delivery;
  • (b) defects in Products (not caused by any act, omission or default on your part) reported in writing within 30 calendar days after receipt of the Products;
  • (c) incomplete performance of Services (not caused by any act, omission or default on your part) that have been reported in writing within five (5) working days after such shortcoming has been identified.
• 7.2.2 We shall not be liable for any damage or loss resulting from improper installation of the Products, use of the Products in relation to defective, incompatible or incorrectly installed devices, negligence on your part or improper installation or installation not in accordance with the specifications or the manufacturer’s instructions.
• 7.2.3 In the event of any deficiency of a Product, any default in delivery, any damage to or loss of a Product or failure to perform a Service, we may, at our option or yours if you are a consumer, provided, however, that the cost of your chosen option is not clearly disproportionate compared to that of another option:
  • (a) in the event of any deficiency of a Product or default in delivery, compensate such deficiency or default in delivery;
  • (b) in case of failure to perform a Service, compensate such failure;
  • (c) in the event of damage to or loss of a Product, subject to the applicable Rules for returning Products,
    • (i) either repair or replace the Product after your return thereof,
    • (ii) or refund you the price you paid for the Product declared damaged or defective.

8. Software

In the event a supplied product consists of or includes software (hereinafter referred to as ‘Software’), such Software is not transferred to you in title but is licensed to you by us or by the relevant licensee/owner in accordance with the end-user licence agreement or other licence terms accompanying the Software (the ‘Licence Terms’) or the Product. In addition, the following applies:

• 8.1 The Software may not be copied, modified, translated, made available, distributed, edited, de-assembled, decompiled, stripped or used in combination with other software unless (i) the Licence Terms permit it or (ii) applicable law provides that such action constitutes a right that may not be restricted by contract;
• 8.2 Subject to any provisions to the contrary of the applicable Licence Terms, if you unpack the Software, break its seal or use the Software, you may not revoke the Contract to the extent described in Article 1.3.1 above, return the Software or obtain a refund under the Terms and Conditions or the applicable Rules for returning Products;

Unless expressly stated otherwise in writing by us or specified otherwise in the terms of the applicable Licence Terms, the Software is provided to you ‘as is’, without any warranty or condition of any kind as to its quality, fitness for a particular use, performance or conformity with any description. Within the widest limits of the law, we give no any warranty regarding the installation, configuration or correction of any errors, defects, or deviations of the Software, whether visible or hidden. We recommend that you read the Licence Terms carefully to determine your rights against any manufacturer, licensee or supplier of the Software.

9. Performance of Work

9.1 The working hours of our personnel will be adapted as much as possible to the working hours in effect at the other party, insofar as these are between 8.30 a.m. and 5.00 p.m., not including Saturdays, Sundays and public holidays.

9.2 For orders relating to the performance of work and/or the provision of services for which a fixed price applies, the place of performance and the working times where and on which the work is performed will always be determined by us.

10. Limitation of Liability

10.1 Within the limits of the law, our total liability (whether in respect of negligence, contractual shortcomings, incorrect (but not fraudulent) declaration of warranty for hidden defects or on any other ground) shall not exceed, in respect of any one event or series of events, the cost of the defective, damaged or undelivered products or services (determined based on the net price invoiced to you). Even if we have been warned of the possibility of such damage, our liability is excluded in the event of:

• 10.1.1 Indirect or consequential damage, or
• 10.1.2 Costs or damage resulting from the inability to place orders, or from loss of benefits, revenues, contracts, data, images or savings,

10.2 Unless expressly stated in these provisions, and within the limits set by the law, all conditions, warranties and representations (whether express or implied, required by law, or otherwise, including hereby for hidden defects) are excluded. We reject any liability for material losses and damage that may arise from material defects, manufacturing defects or other causes, regardless of the circumstances in which such losses and damage may occur and without regard to the fact that they may be attributable to negligence on our part (or that of our employees or our representatives), subject, however, to the mandatory rules of law or public policy that prohibit the exclusion or limitation of liability in the event of wilful default or gross negligence.

10.3 We do not exclude our liability (1) in case of death or bodily injury attributable to our negligence (or that of our employees or our legal representatives), nor (2) in case of fraud.

The following additional provisions apply to consumers within the meaning of Article 1.2:

10.4 NONE OF THESE PROVISIONS CAN RESULT IN LIMITATION OR EXCLUSION OF OUR LIABILITY OR THE LIABILITY OF A MANUFACTURER, LICENSEE OR SUPPLIER, TOWARDS YOU when any applicable law in your country prohibits contractually limiting or excluding such liability.

10.5 These provisions do not limit your rights granted to you by law to protect consumers. You remain free to exercise these rights at your convenience.

11. Retention of Title

11.1 We retain ownership of the Products sold until you have paid the price (including interest and all other amounts due for the Products) in full. Until Products have been paid for in full, you shall dispose of them as if having been given into your custody and you shall be obliged to keep them in such a manner that they are easily identifiable as Products belonging to us, and to carefully retain and store all documents necessary to enable us to determine which Products have been paid for in full and which have not yet been paid for.

11.2 We reserve the right (subject to applicable laws) to repossess and resell any Products for which payment has not been made or refused by the due date. For this purpose, you give us, as well as our employees and representatives, the irrevocable right and permission to enter your premises during normal business hours. Despite the termination of the contract, for whatever reason, the provisions of this Article 10.2 remain in force.

12. Rights of Third Parties

12.1 You will indemnify us for any and all liabilities, claims and expenses incurred by us or against us as a direct or indirect result of Services you have purchased or work we have performed on Products in accordance with your specific requirements or specifications (or those of your representatives) resulting in any infringement or alleged infringement of third party property rights.

12.2 We cannot be held liable in case the Products or Services infringe or are alleged to infringe the property rights of third parties, to the extent permitted by law and except as expressly provided in the applicable Licence Terms or elsewhere. In the event that the Products are or may be the subject of a patent, copyright, database right, registered design, trademark or other third party right, you should consult the relevant terms of the Supplier, licensee or owner of such Products. We are obliged to deliver to you only those rights or property rights that we possess.

13. Warranty

13.1 The specifications, illustrations, drawings, details, dimensions, performance and other information relating to Products that appear on the Site or that we make available to you are for the sole purpose of giving you a general idea of the Products. You should consult the Supplier’s technical documentation or warranty documents to determine your rights and claims in this regard.

13.2 For any Product purchased, you enjoy the warranty of the Supplier, licensee or manufacturer, if it is not the Supplier. You should therefore use the relevant documentation supplied with the Product. Any commercial guarantee, if applicable, does not affect the guarantee of conformity of the goods granted to consumers under the Civil Code. (If applicable, Rules for returning Products may also provide for procedures applicable to repair or replacement of delivered Products that are found to be defective)

13.3 Your right to repair or replacement of a Product or any part or parts thereof found to be defective shall (unless otherwise agreed) be extinguished or invalidated if:

• 13.3.1 the Product has been repaired or altered by anyone other than the Supplier, us or an authorised dealer;
• 13.3.2 the defective Product has not been returned with full written details regarding the defects found within thirty (30) days after the date on which the product was delivered;
• 13.3.3 defects were caused (in whole or in part) by misuse, improper use or maintenance or incorrect storage or installation, or failure to comply with manufacturer’s instructions or other guidelines issued or made available by us in connection with the Products delivered, the whole of such causes being attributable to you;
• 13.3.4. you are unable to prove entitlement to the warranty by means of serial or licence numbers and/or by submission of invoices containing those details.

14. Permits, Customs and Export

14.1 If a permit or clearance from a government or other authority is required for your purchase, shipping or use of the Products, you must obtain such permit or clearance at your own expense and, if necessary, produce evidence of it to us on request. Failure to comply shall not entitle you to withhold or defer payment of the amount due. In addition, you will be liable to reimburse us for all charges and additional costs that we might owe due to your default.

14.2 Products licensed or sold to you in accordance with these Terms may be subject to export control laws and regulations in the Territory or in any other country where the Products are delivered or where you use them. You must comply with these laws and obligations.

15. Notifications

All notices and other communications relating to our contract, other than those about your order, our order confirmation and our acknowledgement of receipt, may be delivered in person, sent by mail in a properly franked envelope or sent by e-mail to the address and for the attention of the person named on the last notice sent on this subject from one party to the other. This address also constitutes the address for the service of legal documents as provided by law. Subject to the provisions of the consumer’s right of withdrawal under Article 1.2, such notifications and other communications shall be deemed to have been received:

15.1 on personal delivery, on the date of delivery at the address concerned (or, if this date does not fall on a working day, the date of the next working day);

15.2 for registered mail with acknowledgement of receipt, on the date on the acknowledgement of receipt;

15.3 for an email, (i) when the recipient acknowledges receipt of the message (ii) when the sender receives an automatic confirmation that his message has been delivered or opened, whichever comes first.

16. Personal Data and Your Privacy

16.1 We undertake to comply with the applicable legislation relating to the protection of personal data and to use the data that directly or indirectly identify you (the ‘Personal Data’) only in accordance with this legislation. By entering your personal data in connection with your order, you agree to this data being processed to fulfil your order. If you do not enter your Personal Data or do not agree to your Personal Data being processed or transmitted, even though it is indicated on the Site that this is necessary to purchase Products or Services, you will not be able to place the order.

In accordance with the law, you have the right to access and amend your Personal Data if it is incorrect, and to object at any time and free of charge to the use of your Personal Data for direct marketing purposes. If you wish to exercise these rights, please contact the management of Data Communication Business bvba (the Personal Data Department). You can do this by email at the following address: sales-be@infinigate.com with header Privacy Policy or by postal mail to: Data Communication Business bvba, Privacy Department, Blarenberglaan 3B 2800 Mechelen, Belgium.

17. General Provisions

17.1 You may not assign, transfer, charge or allocate or purport to assign, transfer, charge or allocate your rights and obligations under these Terms.

17.2 We will not be liable to you for any loss you may suffer, directly or indirectly, as a result of our inability to perform our obligations in full and in a timely manner, if such inability is due to circumstances beyond our reasonable control, such as, in particular, natural disaster, war, riot, civil commotion, acts of government, explosion, fire, flood, storm, accident, strike, lockout, labour dispute, industrial action, breakdown of plant or machinery, interruption in the supply of energy or materials. In such a case, we have the right to cancel your order and refund you the entire amount you had already paid us.

17.3 You acknowledge that these General Terms and Conditions apply to the exclusion of all other legal provisions other than those stated on our Site, our invoices and our delivery documents, pre-printed on our forms, and which cancel and supersede all our previous contracts, agreements and understandings, written or oral, express or implied. These Terms take precedence over any other terms and conditions stated or referred to elsewhere, or arising from trade custom or commercial agreements. Any allegedly contradictory provision shall be deemed not written within the limits set by the law. We reserve the right, within the limits set by the law, to modify these General Terms and Conditions without prior notice. Your order is subject to the General Terms and Conditions in force on the date of the order.

17.4 A party’s failure to invoke the General Terms and Conditions, is benevolent or lenient or only invokes these Terms at a later stage or gives respite to the other party, shall not prejudice or restrict the rights of that party.

17.5 No cancellation of any of the conditions of these General Terms and Conditions shall be valid unless made in writing and signed by us. The admission of any deviation from any Term can never be considered as an admission of a resulting breach of the General Terms and Conditions.

17.6 If for any reason we determine, or a court of competent jurisdiction finds, that any provision or part of these General Terms and Conditions is unlawful, unenforceable or invalid in accordance with applicable law in any country:

• 17.6.1 these Terms shall remain lawful, enforceable and valid in all other countries where this finding does not apply;
• 17.6.2 the other Terms, to the extent permitted by law, shall apply in full.

18. Applicable Law – Jurisdiction

The interpretation, validity and execution of the General Terms and Conditions are governed by Belgian law. The parties declare that only the Belgian district courts and appeals courts are competent to hear any legal action arising from a dispute.

 
INFINIGATE BELGIUM BV
Blarenberglaan 3B, 2800 Mechelen, Belgium
VAT: BE0452.826.187
Tel.: +32 15 79 93 00
www.infinigate.com/be/