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General Purchase Conditions

1. SCOPE

These are the Terms and Conditions for the purchase of Goods, Software and Services by Digonaut BV, a company under Belgian law, with its registered office at Sparrenhofstraat 18, 9100 Sint-Niklaas, with VAT number BE0778867834 (hereinafter referred to as Digonaut).

With respect to all purchase orders, the person of the Supplier is of the essence, excluding all subcontracting, even partially, unless agreed by us in writing.

Definitions

  • Equipment: Apparatus or instrument designed for a specific operation.
  • Spare parts: A duplicate part to replace a lost or damaged part of a machine.
  • Accessories: An object or device that is not essential in itself but adds to the convenience or effectiveness of something else.
  • The Goods: Equipment, Accessories and Spare Parts.
  • Software: Supplier’s software and third-party software.
  • Services: Service and Support. Service means the periodic or routine inspection or maintenance of equipment; Support means the provision of assistance.

2. GENERAL PROVISIONS

These Terms and Conditions shall govern all legal relationships concerning the purchase of Goods, Software and Services between Digonaut and the Supplier.

Digonaut acknowledges only these general Terms and Conditions, to the exclusion of any other terms and conditions mentioned on titles, invoices, or any other document from the Supplier. The acceptance of a purchase order by the Supplier is equivalent to an unconditional acceptance of these Terms and Conditions. These Terms and Conditions may only be amended by means of a specific written agreement.

If any provision of these Terms and Conditions is held to be null and void either in full or in part, this shall not affect the validity of the other provisions of the Terms and Conditions. The provisions contained in the Terms and Conditions shall be interpreted in a way that makes them valid and enforceable under the applicable law.

Derogations from these Terms and Conditions by Digonaut in favor of the Supplier shall never entitle the latter to seek subsequent recourse to such derogations or to invoke their application.

If Digonaut derogates from certain clauses or sub-clauses of these Terms and Conditions, the other clauses and sub-clauses shall remain fully in force. The rights of Digonaut shall not be impaired by any omission on its part to require strict compliance with the Terms and Conditions.

Any waiver of a right or an entitlement under these Terms and Conditions, or concerning a failure by the other party, may occur only by means of explicit written communication. The waiver of a right or an entitlement shall never be interpreted as a waiver of any other right, even if the two cases exhibit great similarity.

3. ORDER, PACKAGING, SHIPPING AND PAYMENT CONDITIONS

3.1 General

The purchase is only valid when a purchase order providing a valid reference number has been issued by Digonaut and sent to the Supplier. Statements made by representatives and the orders that are placed shall be valid only if a purchase order is issued.

Each purchase order must be expressly accepted or shall be deemed accepted by the Supplier after seven (7) days from its date of issuance unless the Supplier has expressly rejected it in writing within that period.

Unless agreed otherwise, all prices mentioned on the purchase order are free delivery to our premises, firm and not subject to review.

The delivery date is a material provision of the purchase order, and we reserve the right to terminate all or part of the purchase order if the supply is not completed in accordance with any specified delivery date, except in the case of force majeure. Any force majeure event must be notified to us within two (2) days of its occurrence. Failing this, the Supplier shall not be entitled to invoke such force majeure event. A delay in supply faced by the Supplier or the default of a subcontractor shall not be considered a force majeure event.

The delivery note must contain a reference to the relevant purchase order number. If there is no such reference on the delivery note, we are entitled to refuse to take delivery of the Goods, Software and Services.

Our signature on the dispatch note and/or the transport document is made only for the purpose of acknowledgment of receipt and shall not imply acceptance of the Goods, Software or Services.

The Goods, Software and Services must be delivered during opening hours and at the address indicated on the purchase order.

Invoices shall be sent without delay, after delivery of the Goods, Software and Services, by email or mail to our Accounting Department using the address mentioned on the purchase order.

The purchase order number must be referenced on the invoice — strictly one purchase order number per invoice. Any invoice without reference to a purchase order number will be rejected by us. There shall be no down payment unless this is provided for in the purchase order and an invoice is sent with respect to the down payment.

Unless otherwise agreed, invoices received and accepted by us will be paid on the first working day following the expiry of thirty (30) calendar days from the date of receipt of the relevant invoice by us. Any claims for interest for late payment shall be subject to a prior formal notification and the claimed interest shall only run from the date of such notification and shall in no case exceed the legal interest rate applicable in commercial matters.

3.2 Equipment, spare parts and accessories

The Goods shall be packed properly and as appropriate considering the transport means specified in the purchase order. Any damage that occurs during transport or upon arrival of the Goods at their final destination due to insufficient or faulty packaging shall be borne by the Supplier, who shall replace the damaged Goods as soon as possible at its own expense in accordance with the Terms and Conditions of the purchase order.

Each package shall indicate at least: the content, the purchase order reference and, if necessary, the article code reference and the weight.

The Supplier shall comply strictly with our shipping instructions if mentioned on the purchase order, and any additional cost resulting from non-compliance therewith shall be at its expense. Except as otherwise provided in the purchase order, the Goods shall be shipped at the risk and expense of the Supplier and shall be insured by the Supplier, at its expense, against loss, theft, breakage, damage and any other risk that might occur during the journey from the factory or storage place to the place of delivery indicated in the purchase order.

For delivery in the EU, only wood pallets treated according to EU standards will be accepted. Wood pallets treated with 2,4,6 Tribromophenol will not be accepted. For delivery outside the EU, pallets must be plastic.

The transfer of title of ownership of the Goods takes place when such Goods are individualized at the Supplier’s premises. The transfer of risk in the Goods takes place at the time of delivery to the address indicated on the purchase order. Any retention of title provision is deemed unwritten.

If applicable, the Supplier shall grant our auditor or inspector free access to its offices, warehouses and facilities and to those of its subcontractors. The formal agreement from our side regarding shipment of the Goods is of strict interpretation and does not imply acceptance of the Goods. If the execution of the purchase order requires checks or tests at the premises of the Supplier or of one of its subcontractors, the Supplier shall inform us at least fifteen (15) days in advance and shall bear all expenses incurred for these checks and tests.

3.3 Services

Whenever the execution of the purchase order involves the supply of Services on our premises, the Supplier shall have visited the premises in advance and shall have inquired about all existing conditions and requirements necessary for the execution of the Services under the purchase order.

The Supplier shall have consulted and shall comply with in-house policies, more particularly those concerning safety, prevention and the code of conduct applicable in the workplace.

The Supplier shall be liable, both in civil and criminal proceedings, for any breach of any law or regulation by itself, its employees, agents and subcontractors. The Supplier shall be solely responsible for any damage whatsoever caused by any of these persons to the prejudice of anyone else.

3.4 Software

Whenever the Software involves software development, the understanding and context of the software system for the end user starts with the Supplier creating a proposal based on user stories obtained during interviews with the respective stakeholders. A user story is an informal, natural-language description of one or more features of a software system. The user stories describe what can be built in the software project and define the requirements.

Based on this, the Supplier will provide Digonaut with a fixed-budget offer where possible, together with a schedule that forms the basis for the purchase order.

The development of the Software ends with the delivery of a Release Candidate (RC). A Release Candidate is a beta version with the potential to be a stable product, ready to be released unless significant bugs occur. At this stage of product stabilization, all product features have been designed, documented, coded and tested.

Digonaut will test the RC within thirty (30) days of its release. Any bugs found during this thirty (30) day period must then be resolved by the Supplier within a maximum period of thirty (30) days after the bug has been reported to the Supplier, resulting in a new RC.

Once this RC has passed the Digonaut user acceptance test, based on an end-to-end test of the software and possible hardware components, a stable or production release will be provided.

Digonaut will pay fifty percent (50%) upon purchase order and the remaining fifty percent (50%) upon receipt of the production release.

4. WARRANTY

The Supplier warrants that the Goods are free from any defects, whether apparent or hidden, and shall remedy without delay and at its own expense all such defects notified in writing.

The Supplier shall, at the buyer’s sole option, either:

  • replace or repair the defective Goods as soon as possible, free of charge, with all related costs (such as shipment, assembly, dismantling, installation, insurance and others) borne by the Supplier; or
  • reimburse the price already paid and pay all costs and expenses incurred by the buyer in relation to the purchase.

Moreover, if the Supplier knew of the defect of the Goods at the time of delivery, it shall be liable and shall indemnify the buyer for all damages, costs, claims, liabilities and any related interest incurred by the buyer arising from such defect.

All refused Goods, for which the Supplier remains liable, must be collected from our facilities by the Supplier.

The same warranty provisions shall apply to any Goods repaired or replaced. The warranty period shall be extended by the period during which the equipment was not operational due to a defect covered by this section.

During the ten (10) year period following the date of delivery, the Supplier of Goods shall supply us with the spare parts we order or, if it is impossible to supply them, shall provide us with all information needed to allow us to order the spare parts elsewhere.

5. INTELLECTUAL PROPERTY RIGHTS – CONFIDENTIALITY

The Supplier warrants that the Goods, Software and Services to be delivered pursuant to the purchase order, as well as their use, will not infringe any intellectual property right (patent, trademark, copyright, etc.) of any party whatsoever.

The Supplier undertakes that any legal action or any other action which may be initiated against us, our customers or third parties on the basis of an alleged violation of an intellectual property right or of unfair or parasitic competition, and which is directly related to the purchase order or to the Goods and/or Services covered by the purchase order, shall be supported and pursued at its own expense and that it shall bear alone any and all financial or other burden resulting from such legal action.

All plans, specifications and technical data provided or disclosed by us or any person acting on our behalf for the purpose of the purchase order remain our sole property.

Both during the execution of the contract and thereafter, the Supplier undertakes, on its own behalf and on behalf of its subcontractors, to keep all such information strictly confidential, not to disclose it to third parties without our prior authorization and not to disclose any other information whatsoever relating to our activities during a period of twenty (20) years from the date of communication.

All confidential information shall be returned to us upon request.

6. DEFAULT – DISSOLUTION

Digonaut reserves the right to cancel the purchase order at any time before delivery of the Goods or the Services upon prior notice. In such case, the Supplier has the obligation to mitigate the costs and Digonaut will only pay for costs which are duly documented and which have already been incurred or cannot be cancelled by the Supplier.

In the event of non-delivery of the ordered Goods or Services, we are entitled to order Goods or Services elsewhere, without any prior notice being required. In this case, the original order shall either be cancelled or reduced by the part of the initial order placed elsewhere and the Supplier shall bear any prejudice which such total or partial transfer of order may have caused.

Moreover, our company is entitled to terminate the purchase order without any compensation for the Supplier, by registered letter or by fax, in case of breach of a material provision of the contract (such as, for example, breach of the agreed delivery time or specifications or deliverables/results). In any case, the Supplier shall compensate our company for all damage and/or losses suffered.

The penalties for late delivery shall apply automatically in the event of late delivery or in the event of a missed milestone or deadline, without the need for further notice or legal proceedings. The amount of the penalties shall be set off against the amount of any outstanding invoice.

Such penalties for late delivery shall also apply in the event of a partial delivery of the quantity of Goods or in the event of a partial completion of the Services, as the timely delivery of the full quantities of Goods or the timely completion in full of the Services is an essential element of the Supplier’s obligations under the purchase order.

7. ENVIRONMENT – HEALTH – SAFETY

The Supplier must provide complete usage and maintenance manuals, operating instructions, technical descriptions, including all electrical, pneumatic and/or hydraulic diagrams, mechanical drawings and parts lists for installations made to measure for Digonaut, either on electronic media or in paper form bundled in folders, unless explicitly agreed otherwise.

All certificates of compliance, maintenance manuals, visual indications and labels must be available in one of Digonaut’s local languages (Dutch, French or English).

The Supplier will provide the compliance and/or calibration certificate for the devices used for equipment installation.

The Supplier undertakes that the following information is located on the machine and the sub-equipment:

  • CE mark as required by law;
  • serial number;
  • year of construction;
  • complete corporate name and address of the manufacturer;
  • weight and other technical information, if applicable;
  • machine name;
  • series or type.

The equipment or delivered Goods must comply, if applicable, with the following non-limitative list:

EU

The applicable European harmonized standards will be taken into account in the design and construction of this installation, machine or mechanized tool.

Belgium

  • The current Belgian laws and regulations concerning safety, health and hygiene;
  • The General Regulations for Electrical Installations (AREI), latest edition;
  • The General Labour Protection Regulations (ARAB) and the Codex, latest edition.

Flanders

  • The Flemish environmental regulations VLAREM.

The equipment or delivered Goods must at least meet the following European guidelines:

Declaration of EC compliance

  • Be compliant with the EC guidelines and European standards that are relevant.
  • As part of a piece of equipment intended to be integrated, see the set of equipment section where applicable.

Directive 2006/42/CE: https://eur-lex.europa.eu/legal-content/EN/ALL/?uri=CELEX:32006L0042

Other directives, if applicable

Directive 93/42/CEEE: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:31993L0042

Directive 2007/47/CE: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32007L0047

The European Directive 89/655/CEE and the Well-Being at Work Code, Title VI, Chapter 1, Annex 1 – Work Equipment.
Directive 89/655/CEE: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:31989L0655

Ergonomic design principles shall be complied with in order to ensure worker safety and well-being.

The Low Voltage Directive 2006/95/EC.
Directive 2006/95/EC: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32006L0095

Directive 2014/30/EU, transposed into Belgian law by the Royal Decree of 01/12/2016, relating to electromagnetic compatibility.
Directive 2014/30/EU: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32014L0030

Directive 2013/35/EU relating to electromagnetic fields.
Directive 2013/35/EU: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32013L0035

Directive 2014/34/EU, transposed into Belgian law by the Royal Decree of 21/04/2016, relating to protective devices and systems intended for use in explosive atmospheres.
Directive 2014/34/EU: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32014L0034

Directive 2014/68/EU, transposed into Belgian law by the Royal Decree of 11/07/2016, relating to pressurized equipment.
Directive 2014/68/EU: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32014L0068

Directive 2014/29/EU for simple pressurized equipment.
Directive 2014/29/EU: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32014L0029

Directive 2011/65/EU restricting the use of hazardous substances in electrical and electronic equipment, transposed into Belgian law by the Royal Decree of 17/03/2013.
Directive 2011/65/EU: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32011L0065

Directive 2002/44/CE, transposed into Belgian law by the Royal Decree of 07/07/2005, relating to vibrations.
Directive 2002/44/CE: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=LEGISSUM:c11145

Directive 2012/19/EU on waste electrical and electronic equipment (WEEE).
Directive 2012/19/EU: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32012L0019

RECUPEL (specific for Belgium): https://www.recupel.be/en/#

Directive 2016/426/EU on gas-fired devices.
Directive 2016/426/EU: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32016R0426

8. FORUM

Any dispute arising out of the interpretation, validity or execution of a purchase order shall be submitted to the commercial courts of Oost-Vlaanderen (Belgium), section Dendermonde, which shall have sole jurisdiction over the matter. The language of the procedure shall be Dutch. The purchase order is governed by Belgian law without regard to its conflict of law provisions.

These general Terms and Conditions are drafted in English.

Any change in the contact details of the Supplier, including any change to the VAT number, bank account number, the email address used to receive purchase orders or the email address used for accounting or invoicing purposes, shall be notified only to the following email address: accountant@microtechnix.com.

The Supplier shall comply fully at all times with all applicable laws and regulations, including all applicable anti-corruption laws. In the event the Supplier does not comply with these requirements, Digonaut is entitled to terminate all purchase orders immediately on written notice sent by registered mail to the Supplier.