1. This order and the resulting purchase agreement are exclusively governed by Belgian law, the general conditions stated herein, and, where applicable, the specific conditions on the front. These conditions always prevail over any terms stated in the seller's documents. Such terms, therefore, cannot be invoked against the buyer in the context of the agreement.
2. Only a written and signed order on the buyer's standard form is valid (same in the case of an order modification). For every internet or online order, only Daylight's purchase conditions confirmed via email to the seller apply. Even if the seller's procedures do not allow for an original Daylight purchase order, Daylight's purchase conditions still apply exclusively.
3. Only the return of the attached duplicate of this purchase order, signed by the seller, counts as order confirmation. If this duplicate is not returned within 8 days, the buyer may consider the order null and void by law. A delivery executed without such order confirmation implies the seller's tacit acceptance of the buyer's purchasing conditions.
4. Prices are not subject to revision. They include all due duties, clearance, packaging, insurance, and transportation costs to the delivery location. The return of packaging materials is the responsibility of the seller.
5. A delivery note must accompany each delivery, indicating the nature of the goods and the order number. These details must also appear on the invoice. The buyer may refuse partial deliveries, except with prior agreement. Receipt is exclusively at the buyer's premises, and only their equipment is valid for inspection.
6. Until delivery or installation at the specified location, the seller alone is responsible for the goods and bears all risks of loss or damage, regardless of whether transport costs are borne by the buyer. The seller declares that the delivered goods are ready for use, comply with all order specifications and delivered documentation, with customary, legal, and regulatory standards (safety, hygiene, bacteriological quality, etc.), and meet normal usability, reliability, and lifespan expectations. In particular, the goods must bear the CE marking - the supplier bears all responsibility in this regard and indemnifies the buyer accordingly. Any deviation is considered a defect. In case of a serious defect, the buyer may either consider the purchase agreement null and void without warning or demand replacement with identical goods or accept the delivery with a price reduction. The buyer alone decides on these options. If the defect is minor, the buyer will demand its immediate repair at the seller's expense, including dismantling and reassembly. Any repair is covered by the original warranty. Furthermore, in case of a defect, the seller will compensate the buyer and any third party for the damage incurred, including loss of use and profit. Warranty certificates issued by the seller are only valid insofar as they do not limit the buyer's rights. Upon delivery of goods, the seller must always send the valid and signed CE certificate along with the invoice. If EMC or RoHS standards apply to these products, the supplier must ensure compliance with all relevant legislation. The seller fully indemnifies Daylight concerning CE, EMC, and RoHS, taking full responsibility.
7. Defects that the buyer can reasonably detect at delivery (inspection possibly limited to samples) will be reported within a month. The buyer's signing of a delivery note never implies acknowledgment of the goods' condition, even if the seller states the opposite in his delivery note. Any merchandise not conforming to our order specifications and refused upon receipt in our destination warehouse will be returned to the supplier at his expense or will be kept at his disposal in our warehouse for 15 days starting from our refusal notice; after this period, storage rent for the merchandise, stored at the risk of the supplier, will be charged. Other defects, identified later, will be reported upon their discovery. From that moment, the buyer has a period of 6 months to sue the seller if no amicable solution is reached.
8. Delivery dates must be strictly adhered to, and non-compliance will automatically result, without warning, in a price reduction of 5% per week of delay at the buyer's discretion, or dissolution of the purchase agreement and compensation for the damage incurred. Also, the buyer is authorized, upon written notification, to place the order elsewhere at the expense, risk, and peril of the supplier.
9. Payment will be made within 30 days from the end of the month in which the invoice was received, provided that the goods were received before the invoice. The payment date is the day on which the buyer instructs their financial institution to make the payment. In case of non-conforming delivery, the payment term is extended until the perfect execution of the order. The buyer will always pay the supplier legally - any agreement (e.g., factoring) that the supplier concludes with third parties cannot be opposed by the buyer unless it has been accepted in writing.
10. The agreement, whether partially or not yet executed, will also be dissolved by law, without notice and subject to compensation, if the seller is declared bankrupt, requests a concordat or deferral of payment, proceeds to liquidate his assets, or if these are seized. The buyer will notify the dissolution of the agreement by registered letter. In case of force majeure making timely delivery impossible, the buyer may consider the agreement dissolved and demand the refund of any payments already made.
11. If the object of the order involves a contract, the contractor must be registered. The contractor must provide proof of this within 3 days of receiving this order. During the execution of the order, the contractor must provide weekly proof of registration. Without such proof, the buyer may consider the agreement dissolved by law, at any time, upon simple notification. The contractor will compensate the buyer for all damages, with a minimum of 30% of the agreed price.
12. Any supplier performing work for Daylight is automatically bound by the Daylight NDA (non-disclosure agreement). Accepting the payment of the invoice from the supplier automatically implies acceptance of the non-disclosure agreement. The supplier will at all times adhere to the contractual obligation "What happens at Daylight stays at Daylight". Anything seen at Daylight of brands, products, customers, suppliers, and other information will be treated confidentially and will never be passed on or sold to others. All materials, products, software, hardware, licenses made available by Daylight for the performance of the work must be returned. All data, texts, files of Daylight on computers must be deleted after the work or cooperation is finished. No copy of Daylight data (digital or analog) may be kept. Access passes or keys made available for the execution of the work will be returned. No keys may be duplicated without written permission.
13. During the execution of the order, the buyer is authorized to conduct inspections at any time within the facilities of the seller and his subcontractors. For each order of printed matter and articles with printing, a print proof must be submitted for approval.
14. Each order is only valid for the original period and quantity agreed upon in the order form. Automatic renewal is always refused. If the sales conditions or the contract of the supplier state that an automatic extension applies, then this is invalid. Accepting our order or our first payment implies the supplier's agreement with our purchase conditions and thus also with the impossibility of automatic extension. Therefore, any form of termination periods is invalid. Each order is valid for the explicitly agreed period from 1 day to 1 year. No order can exceed the period of 1 year without an explicit written agreement signed by Daylight. Any form of automatic direct debit is thus excluded in advance. Daylight will never accept a direct debit arrangement, and any form of direct debit is therefore legally invalid. Any attempt by a supplier to enforce automatic renewal through (unlawful) invoicing will result in Daylight invoicing an administrative fee of 500 Euros + 21% VAT. In the event that we have to enforce the dispute of the automatic renewal through court, a litigation fee of 3,000 Euros + 21% VAT will be charged on top of all legal fees and court costs.
15. Any dispute concerning the execution, validity, or interpretation of the purchase agreement falls under the exclusive jurisdiction of the Courts of Ghent.