Terms and Conditions

Article 1. Applicability

1.1. These General Terms and Conditions of Sale apply to all offers and agreements under which 802 NETWORKS BV supplies products and/or services, of whatever nature, to the Customer.

Deviations from these General Terms and Conditions of Sale are only valid if previously agreed in writing between 802 NETWORKS and the Customer.

1.2. These General Terms and Conditions of Sale shall be deemed accepted by the Customer by the single order, even if they conflict with the Customer's own general or special terms and conditions. General or special terms and conditions of the Customer are 802 NETWORKS BV in no way opposable.

1.3. If any provision of these General Terms of Sale is found to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect.

Article 2. Offer and acceptance

2.1. Offers made constitute an offer for one month unless otherwise indicated by 802 NETWORKS BV.

2.2. An offer signed by the Customer is considered a binding agreement between the Customer and 802 NETWORKS BV. Verbal agreements and subsequent written stipulations shall only bind 802 NETWORKS BV after they have been confirmed in writing by 802 NETWORKS BV.

2.3. Offers or quotations do not automatically apply to future orders.

Article 3. Delivery and delivery time

3.1. The delivery of the relevant product and/or service shall take place as soon as possible after the commencement of the agreement, or at a later time to be agreed upon.

3.2. The delivery periods communicated by 802 NETWORKS BV are purely indicative.. If exceeding the agreed delivery time is imminent, written notice will be given as soon as possible.

In the event of force majeure on the part of 802 NETWORKS BV, the term will be extended by the period of that force majeure. Excessive exceeding of the delivery time attributable to 802 NETWORKS BV, however, entitles Customer to rescind the agreement, provided 802 NETWORKS BV has not delivered within a period of one (1) month after 802 NETWORKS BV has been given notice of default by Customer by registered letter. The Customer expressly waives any other possible remedy, in particular the award of any form of damages.

Article 4. Force majeure

4.1. Force majeure with respect to the agreement, means all that is understood in law and jurisprudence in this regard.

4.2 802 NETWORKS BV shall not be bound by its obligations under the agreement if future performance has become impossible due to force majeure. The contract will be dissolved in that case, without any compensation being payable by 802 NETWORKS BVBA.

Article 5. Duration of the agreement

5.1. For ongoing services provided by 802 NETWORKS BV, the agreement shall be in force for the duration of at least one year from the date of commencement of the agreement.

5.2. After the end of the initial period, the agreement is tacitly renewed for successive periods of 12 months each, unless one of the parties terminates the agreement at the end of a period, upon 90 days' registered written notice.

5.3 802 NETWORKS BV reserves the right to resell, outsource or in any other way transfer the ongoing service it provides to a third party at any time, guaranteeing at least an equivalent service.

5.4. For non-going service and delivery of goods, the duration of this agreement shall be determined by the period of time necessary to fully perform the service or deliver the ordered goods. The agreement shall terminate after both parties have fully fulfilled their portion of the agreement.

Article 6. Payment methods

6.1. Unless otherwise agreed in writing by 802 NETWORKS BV, invoices shall be payable no later than thirty (30) days from the date of the invoice. With a first order, a prepayment is always requested, when this is fulfilled your order will be processed and you will receive invoices payable no later than thirty (30) days from the date of the invoice, starting from the next order.

6.2. If, after the date of the agreement, for ongoing services one or more external cost price factors undergo a change, 802 NETWORKS BV is entitled to increase the agreed price proportionally. If additional costs are incurred by 802 NETWORKS BV at the Customer's request, these costs must be reimbursed by the Customer to 802 NETWORKS BV. These costs will be listed on 802 NETWORKS BV invoices..

6.3. After the expiry of the term of payment without full payment having been made, interest on arrears shall be payable ipso jure and without prior notice of default in accordance with the provisions of the Law of August 2, 2002 combating in commercial transactions. In case of non or late payment, administration costs will be charged in the amount of 5% of the invoice amount with a minimum of € 60, without prejudice to 802 NETWORKS BV's right to claim a higher compensation provided proof of higher actual damage suffered.

Article 7. Dissolution or termination of the agreement

7.1. If the Customer fails to comply with its obligations, and provided a registered notice of default is not acted upon within eight days, 802 NETWORKS BV will have the option to proceed to dissolve or immediately terminate the agreement. 802 NETWORKS BV expressly reserves the right in all cases to demand payment of costs incurred and damages suffered, of any nature whatsoever. Upon early termination of the agreement, all invoiced amounts become immediately due and payable.

7.2. In case of dissolution due to non-performance by the Customer of its obligations of a contract to deliver goods, the Customer shall be entitled to claim the following damages, depending on the case:

7.2.1. If delivery of goods only;

• if the product to be delivered is a product distributed as standard by 802 NETWORKS BV: 20% of the value of the goods.
• if the product to be delivered is one that 802 NETWORKS BVBA does not distribute as standard and is consequently delivered to 802 NETWORKS BV by third parties: 50% of the value of the goods, unless 802 NETWORKS can prove higher damages.

7.2.2. If the agreement also involves the provision of services, in addition to the compensation under 7.2.1, the Customer shall be liable to pay damages to the amount of the services provided and costs incurred up to the time of dissolution..

Article 8. Risk

8.1. The products to be delivered are entirely at the expense and risk of the Customer from delivery at the agreed delivery address, even if subsequent installation, repair, maintenance or other work is performed by 802 NETWORKS BV with respect to these products.

Article 9. Retention of title

9.1. The delivered products remain the exclusive property of 802 NETWORKS BV until full payment of the sales price and related amounts (costs, VAT, fees due...).. Until then, the Customer is expressly prohibited from disposing of the products in any form, making them immovable by incorporation or pledging them; The Customer is liable for any damage allegedly caused to the products since delivery. This article continues to apply after any bankruptcy of the Customer.

Article 10. Liability

10.1. Unless expressly agreed otherwise, the commitments to be performed by 802 NETWORKS BV under these General Terms of Sale are means commitments.

10.2. Concerning possible unwanted or harmful effects for the Customer or third parties, the Customer has the duty, before use, to check the results of the provided Services, to.

10.3. Notwithstanding deviating mandatory legal provisions, 802 NETWORKS BV shall only be liable for damages caused due to non-compliance with its commitments, if and insofar as such damages were caused by an intentional or grossly negligent act or omission by 802 NETWORKS BV. 802 NETWORKS BV is not liable for any other errors..

10.4 802 Networks BV is only liable for damage to the installation itself caused by its fault or the fault of its personnel during the performance of its activities..

10.5 802 Networks BV assumes no responsibility for direct or indirect damage not resulting from normal use and/or natural wear and tear of the installed equipment..

10.6 Under no circumstances and in no way shall 802 NETWORKS BV be liable for any damages, including indirect losses, loss of business, loss of income or profits or missed savings, additional expenses, financial loss or loss or corruption of data related to or resulting from the suspension, termination, failure, or quality of services provided.

10.7 Under no circumstances can 802 NETWORKS BV be held liable for any damage that the Customer may suffer from the failure to obtain, or late obtaining, any permit or authorization, where 802 NETWORKS BV has acted in an advisory capacity in the application for it. The final responsibility for such requests always lies with the Customer.

10.8. In the event 802 NETWORKS BV is held liable for any damage, 802 NETWORKS BV's liability shall be limited to the price of the goods delivered under the specific agreement to which the damage relates as well as the payments for the services performed in the 12 months preceding the harmful event. The liability of 802 Networks towards the Client can never exceed €100,000.

10.9. Any claim of the Customer for damages against 802 NETWORKS BV shall lapse by operation of law if it is not brought before the competent court within a period of two (2) years after the facts on which the claim is based were known or could reasonably have been known by the Customer.

Article 11. Complaints and notices of default

11.1. Complaints concerning the delivered goods and/or services cannot be accepted if they do not reach 802 NETWORKS BV by registered letter within 7 days of delivery of the goods or the identification of a defect in the services.

11.2. Where the General Terms of Sale state that a registered letter or notice of default is required, this is also fulfilled by using an electronic registered delivery service under Regulation (EU) no.. 910/2014.

Article 12. Changes

802 NETWORKS BV reserves the right to amend or supplement these General Terms and Conditions of Sale at any time. These changes will apply to all outstanding deliverables provided the changes have been notified to the Customer.

Article 13. Applicable law and competent courts

This agreement is governed by Belgian law. Any dispute relating to this agreement or its conclusion belongs to the exclusive jurisdiction of the courts under the Court of Appeal of Antwerp..

Version September 2020.