General purchase conditions of Daylight bv

Article 1: Applicability and precedence

This order and the purchase contract to be concluded are governed exclusively by Belgian legislation, these general conditions and, where applicable, the special conditions stated on the order form. These conditions always take precedence over all clauses in documents of the seller. Such clauses cannot be invoked against Daylight bv (founded in 1991, Brusselsesteenweg 715, 9050 Gentbrugge, VAT BE 0443.834.881, RPR Gent). These conditions are drawn up for commercial dealings between undertakings (B2B) in accordance with Book I.1 WER.

Article 2: Validity of orders

Only a written and signed order on Daylight's standard form is valid, including for modifications. For every internet or online order, only the Daylight purchase conditions confirmed to the seller by email apply. Even if the seller's working method does not allow for an original Daylight order form, only the Daylight purchase conditions apply.

Article 3: Order confirmation

Only the return of the enclosed duplicate of the order form, signed by the seller, counts as order confirmation. If this duplicate is not returned within 8 days, Daylight may consider the order null and void by operation of law. A delivery carried out without the said order confirmation always implies the seller's tacit acceptance of these purchase conditions.

Article 4: Prices

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

Article 5: Deliveries

Every delivery must be accompanied by a delivery note stating the nature of the goods and the number of the order form. These details must also be included on the invoice. Daylight may refuse partial deliveries, unless agreed in advance. Receipt takes place exclusively at Daylight and only its equipment is decisive for inspection.

Article 6: Conformity, CE marking and defects

Up to and including delivery or installation at the designated place, the seller alone remains responsible for the goods and bears all risks of loss or damage, regardless of whether the transport costs are borne by Daylight. The seller declares that the delivered goods are ready for use, comply with all specifications of the order and the documentation provided, and with the customary, legal and regulatory standards (safety, hygiene, bacteriological quality, etc.).

In particular, the goods must bear the CE marking. The seller bears all responsibility in this regard and indemnifies Daylight. On delivery, the seller must send the valid and signed CE certificate together with the invoice. If EMC or RoHS standards apply, the seller must ensure that the products comply with the applicable legislation. The seller fully indemnifies Daylight with regard to CE, EMC and RoHS.

Any deviation is a defect. In the event of a serious defect, Daylight may either consider the purchase contract dissolved by operation of law and without notice, or demand replacement with identical goods, or accept the delivery subject to a price reduction. Daylight alone decides on this choice. In the event of minor defects, Daylight requires immediate repair at the seller's expense (removal and reassembly included). In addition, in the event of a defect the seller compensates all damage caused, including loss of use and loss of profit.

Article 7: Complaints

Daylight reports visible defects within 1 month. The signing of a delivery note never implies acknowledgement of the condition of the goods. Non-conforming merchandise is returned to the supplier at the supplier's expense, or kept at the supplier's disposal in the Daylight warehouse for 15 days from notice of refusal; thereafter storage rent is charged. Hidden defects are reported from their discovery; from that moment Daylight has a period of 6 months to summon the seller.

Article 8: Delivery times

Delivery dates must be strictly observed. Non-compliance results, by operation of law and without notice, at Daylight's choice, in:

• either a price reduction of 5% per week of delay, with a maximum of 25%;
• or dissolution of the purchase contract and compensation for the damage caused.

Daylight is authorized, subject to written notice, to order the subject of the order form elsewhere at the cost, risk and peril of the supplier.

Article 9: Payment

Payment is made within 30 days from the end of the month in which the invoice was received, provided the goods were received before the invoice. The payment date is the day on which Daylight instructs its financial institution to make the payment. In the event of non-conforming delivery, the payment term is extended until perfect performance. Daylight always validly discharges its debt by paying the supplier; any agreement (such as factoring) that the supplier concludes with third parties is not enforceable against Daylight unless Daylight accepts it in writing.

Article 10: Bankruptcy and force majeure

The contract is dissolved by operation of law and without notice in the event of bankruptcy, judicial reorganisation, suspension of payment or liquidation of the seller, subject to compensation. Daylight notifies this by registered letter. In the event of force majeure that makes timely delivery impossible, Daylight may consider the contract dissolved and claim repayment of amounts already paid.

Article 11: Contracting and RSZ Act art. 30bis

If the order concerns a contract for works, the contractor must fulfill its tax and social obligations in accordance with art. 30bis of the RSZ Act of 27 June 1969 (withholding obligation for social-security debts) and art. 400-408 WIB92 (tax withholding obligation). Daylight has the right to withhold amounts on the invoice and pay them over in accordance with this legislation if the supplier has social-security or fiscal debts. On receipt of the order, the contractor must provide all the necessary certificates and confirm this periodically during performance. Without such proof, Daylight may consider the contract dissolved by operation of law and claim compensation of at least 30% of the agreed price.

Article 12: Confidentiality and NDA

Every supplier that carries out work for Daylight is automatically bound by the Daylight NDA (Non-Disclosure Agreement). Acceptance of payment of the invoice automatically implies the acceptance of this NDA. The supplier complies at all times with the contractual principle "What happens at Daylight stays at Daylight." All brands, products, customers, suppliers and other information observed at Daylight are treated confidentially and never passed on or resold.

All materials, products, software, hardware and licenses made available by Daylight are returned on completion of the work. All data, texts and files of Daylight on the computers of the supplier are deleted. No copy (digital or analog) may be kept. Access passes or keys are returned; without written permission, no keys may be copied.

Article 13: Inspection and proofs

During the performance of the order, Daylight is authorized to carry out an inspection at any time within the premises of the seller and of its subcontractors. For every order of printed matter and articles with printing, a proof must be submitted for approval.

Article 14: Order duration and no automatic renewal

Every order is only valid for the original period and the quantity agreed on the order form. Automatic renewal is always refused. If the seller's sales conditions or contract mention an automatic renewal, this is invalid as against Daylight. Acceptance of the Daylight order or payment implies the supplier's agreement to the impossibility of automatic renewal. Any form of notice period is invalid.

No order may exceed a period of 1 year without an express written agreement of Daylight. Any form of automatic collection or direct debit is excluded in advance and legally invalid. Any attempt at enforced automatic renewal through unlawful invoicing leads to an administrative charge of € 500 + 21% VAT. If Daylight has to enforce the dispute through the courts, a procedural indemnity of € 3,000 + 21% VAT is charged, in addition to all statutory compensation and legal costs.

Article 15: Liability

The seller is liable for all damage caused by defective products, non-conformity, or delay. The liability of Daylight is, except in the event of intent or gross negligence (art. BW 5.89), limited to the agreed price. This limitation does not affect the statutory rights of Daylight.

Article 16: Applicable law and competent court

This contract is governed exclusively by Belgian law. In the event of a dispute, only the courts of the judicial district of East Flanders, Ghent division, have jurisdiction.

Version 2026-05-19 | Daylight bv — based on Daylight purchase conditions since 1991 (Daylight-specific articles 12 NDA + 14 anti-renewal) with 2026 canon update (BW 5.89, RSZ Act art. 30bis, WIB92 art. 400-408).

This is a courtesy translation. In the event of any discrepancy, the Dutch version prevails.