General Purchasing Conditions Daylight bv

1. This order and the purchase agreement to be concluded are governed exclusively by Belgian law, the following general conditions and, where applicable, the special conditions on the front. These conditions always prevail over any provisions stated in the seller's documents. These conditions apply exclusively to agreements between undertakings within the meaning of art. I.1, 1° WER (Belgian Code of Economic Law).

2. Only a written and signed order on the buyer's standard form is valid (the same applies in case of modification of an order). For any internet or online order, only the Daylight purchasing conditions confirmed to the seller by e-mail apply. Even if, due to the seller's working method, no original Daylight order form is possible, only the Daylight purchasing conditions shall apply.

3. Only the return of the attached duplicate of this order form, signed by the seller, qualifies as an order confirmation. If this duplicate is not returned within 8 days, the buyer may consider the order null and void by operation of law. A delivery carried out without the said order confirmation always implies the tacit acceptance by the seller of the purchasing conditions set out by the buyer.

4. Prices are not subject to revision. They include all duties payable, customs clearance, packaging, insurance and transport costs to the place of delivery. The return of packaging material is at the seller's expense.

5. A delivery note must accompany every delivery, stating the nature of the goods and the order form number. These details must also appear on the invoice. The buyer may refuse partial deliveries, save with prior agreement. Receipt takes place exclusively at the buyer's premises and only the buyer's equipment is decisive for inspection.

6. Up to and including delivery or installation at the designated place, the seller alone is responsible for the goods and bears all risks of loss or damage thereto, regardless of whether the transport costs are borne by the buyer or not. The seller declares that the delivered goods are ready for use, that they comply with all specifications of the order and of the supplied documentation, with customary, statutory and regulatory standards (safety, hygiene, bacteriological quality, etc.) and that they meet normal requirements of usability, reliability and durability. In particular, the goods must bear the CE marking in accordance with Regulation (EU) 2019/1020 on market surveillance; the supplier bears full responsibility in this regard and indemnifies the buyer accordingly.

7. Defects that the buyer can reasonably establish on delivery (inspection possibly limited to spot checks) shall be reported within one month. The buyer's signature on a delivery note never constitutes acknowledgement of the condition of the goods. Any goods not conforming to the specifications of our order and refused upon receipt at our destination warehouse shall be returned to the supplier, at the supplier's expense, or held at the supplier's disposal in our warehouse for 15 days. Other defects, established later, shall be reported from their discovery. From that moment, the buyer has a period of 6 months to summon the seller before the court.

8. The delivery dates must be strictly complied with and failure to do so shall result, by operation of law and without notice of default, at the buyer's option, either in a price reduction of 5% per week of delay with a maximum of 25% of the order value, or in the termination of the purchase agreement and compensation for the damage incurred. The buyer is likewise authorised, with written notice, to order the subject matter of the order elsewhere at the cost, risk and peril of the supplier.

9. Payment shall 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 day on which the buyer gives the payment instruction to its financial institution counts as the payment date. In case of non-conforming delivery, the payment term is extended until the perfect execution of the order.

10. The agreement, whether partially or not yet performed, shall also be terminated by operation of law and without notice of default, subject to compensation, if the seller is declared bankrupt, applies for judicial reorganisation or a stay of payment, proceeds to liquidate its assets, or if these assets are seized (art. XX.139 WER).

11. If the subject of the order concerns contract work within the meaning of art. 30bis RSZ-wet (Belgian Social Security Act) or art. 400-408 WIB92 (Belgian Income Tax Code 1992), the contractor may not have any social security debts (art. 30bis RSZ-wet) or tax debts (art. 400 WIB92) at the time of payment. Daylight reserves the right to consult the official online control tool for the presence of social and tax debts at any time. In case of outstanding debts at the time of payment, Daylight shall exercise the statutory withholding obligation (35% for tax, 35% for social security) on the invoice amount.

12. Any supplier performing work for Daylight is automatically bound by the Daylight NDA (non-disclosure agreement). Acceptance of payment of the supplier's invoice automatically implies acceptance of the NDA. The supplier shall at all times comply with the contractual obligation "What happens at Daylight stays at Daylight". Everything seen at Daylight regarding brands, products, customers, suppliers and other information shall be treated confidentially and shall never be passed on or resold to others. All materials, products, software, hardware and licences made available by Daylight for the execution of the work shall be returned. All data, texts and files of Daylight stored on computers must be deleted after completion of the work or cooperation. No copy of Daylight data (digital or analogue) may be retained.

13. During the execution of the order, the buyer is authorised to carry out an inspection at any time within the facilities of the seller and its subcontractors. For every order of printed matter and items with print, a proof must be submitted for approval.

14. Every order is valid only 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 provide that an automatic extension applies, this is invalid. Acceptance of our order or acceptance of our first payment implies the supplier's agreement with our purchasing conditions and therefore also with the impossibility of automatic extension. Every order is valid for the explicitly agreed period of 1 day to 1 year. No order may exceed the period of 1 year without an express written agreement signed by Daylight. Any form of automatic debit is therefore excluded from the outset. Daylight shall never accept a direct debit and any form of direct debit is therefore legally invalid. Any attempt by a supplier to enforce an automatic extension nonetheless through (unlawful) invoicing will result in Daylight invoicing an administrative charge of EUR 500 plus the applicable Belgian VAT rate. In the event that we have to enforce the contest of the automatic extension before the court, a procedural indemnity of EUR 3,000 plus the applicable Belgian VAT rate shall be charged on top of all statutory compensation and court costs.

15. Any dispute concerning the execution, validity or interpretation of the purchase agreement falls within the exclusive jurisdiction of the courts of the judicial district of East Flanders, division Ghent.

Version 2026-05-12 - Daylight bv