1.1. “Agreement”: The agreement between IBA BENELUX and the Customer concerning the provision of Hardware, Software and/or Services comprising the written purchase order confirmation and these Terms;

1.2. “Bug”: An error, flaw or fault in the Software that causes it to produce an incorrect or unexpected result, or to behave in unintended ways;

1.3. “Customer”: Every professional entity who places a purchase order with IBA BENELUX;

1.4. “Hardware”: All hardware products that are part of the product range of IBA BENELUX (such as ibaDAQ family, ibaBM Bus monitors, ibaPADU analog and digital I/O modules, etc.).

1.5. “IBA”: The manufacturer of the Products provided by IBA BENELUX;

1.6. “IBA BENELUX”: The limited liability company “IBA-BENELUX BV”, with its registered office atKerkstraat 108, 9050 Gent (Belgium), VAT BE-0474.178.164, RPR/RPM Ghent, division Ghent;

1.7. “Intellectual Property Rights (IP)”: Any and all rights to patents, design, utility models, trademarks, trade names, know-how, trade secrets, copyrights, photography rights and other industrial and intellectual property rights, whether registered or not;

1.8. “Products”: All products of the brand “iba”  which are part of the product range of IBA BENELUX and that can consist of Hardware and/or Software components;

1.9. “Services”: All (additional) services that IBA BENELUX performs on behalf of the Customer (such as providing support, training, etc.) ;

1.10. “Software”: Alle software products that are part of the product range of IBA BENELUX (such as ibaPDA, ibaCapture, ibaAnalyzer, etc.);

1.11. “Terms”: These general terms and conditions;

1.12. “Website”:www.iba-benelux.com.

1.13. “Working day”: Every day other than Saturdays, Sundays and public holidays in Belgium.

Sales Territory: Belgium, the Netherlands, Luxembourg, France, Spain, Portugal, Switzerland (F), Great Britain, Maghreb countries + Senegal

2.1. All commercial relationships between IBA BENELUX and the Customer are governed by (in descending hierarchical order): (i) where appropriate, the written and signed Agreement between IBA BENELUX and the Customer; (ii) the written purchase order confirmation issued by IBA BENELUX; (iii) the purchase order placed by the Customer; (iv) these Terms and (v) Belgian law.

2.2. By placing a purchase order or entering into an Agreement with IBA BENELUX, the Customer acknowledges to have read these Terms and thereby accepts them. The Terms always take precedence over those of the Customer, even if these stipulate to be the only valid conditions. In the event that explicit preference is given in writing to the terms and conditions of the Customer, the following Terms shall remain valid in a supplementary way. The Terms apply to the entire (contractual) relationship between the parties, including individual orders. Section I. “General" is applicable to all Agreements concluded with IBA Benelux. In addition, the Agreement is subject to the provisions of section II "Software”, section III. “Hardware" and/or section IV “Services", depending on whether the Agreement relates to Software, Hardware and/or Services.

3.1. Catalogues, brochures and statements on the Website are entirely non-binding and may only be regarded by the Customer as an invitation to place a purchase order, unless explicitly specified otherwise. Description, properties and functionalities of the Products and Services are purely indicative for IBA BENELUX and shall only bind IBA BENELUX insofar as this is explicitly stated in the Agreement.

4.1. When placing a purchase order the Customer must at least provide IBA BENELUX with the following information :

• The production process for which the Product(s) will be used/project information;
• Project application;The Hardware already present at the site of the Customer that will be connected to the Product(s);
• If applicable: the license numbers of the iba Software to which the hardware will be connected/for which the license upgrades are intended;
• iba product ID’s;
• The quotation reference;

End customer information: company name and address. If the end customer is located outside the iba Benelux sales region, the EUD document provided by iba should be completed and returned to us before sending the order.

• Quantity per Product/per model number;
• Place of delivery;
• Contact details of the Customer: company name, VAT number, contact details, invoicing address and if possible also an email address to which the invoice may be sent
• If the order concerns Services, the Hardware and/or Software and the production process for which the Services are requested;
• Date of the desired delivery of the Products and/or Services;
• All relevant other information required by IBA BENELUX to carry out the purchase order .

4.2. The Customer shall be responsible for the accuracy of any purchase order it submits.

5.1. A quotation is only valid:

• For a specific purchase order, and shall not automatically apply to subsequent (similar) purchase orders;
• For the duration as stipulated; If no duration is indicated, quotations are valid for a period of 30 days;
• On the condition that the Customer has provided IBA BENELUX with all information necessary or useful for the execution of the purchase order.

5.2. IBA Benelux reserves the right to modify the quotation as long as the Customer did not accept, in which case the original quotation shall automatically cease to be valid.

6.1. An Agreement shall only become effective after (i) the Customer has accepted the quotation and (ii) upon receipt of a written purchase order confirmation by a person authorized to commit IBA BENELUX.

6.2. Only the written purchase order confirmation determines the scope of the supply of the Products and/or Services and is the sole guarantee of characteristics of the Products and/or Services.

6.3. Any modifications to the Agreement shall only be valid upon written agreement between IBA BENELUX and the Customer.

7.1. If the Customer cancels the Agreement (without this being due to a shortcoming of IBA BENELUX), IBA BENELUX reserves the right to charge damages amounting to 10% of the total value of fees (excl. VAT) of the cancelled Agreement, with a minimum of €1.000,   increased by any costs already incurred. The cancellation fee does not limit IBA BENELUX’s right to compensation for higher proven damage.

7.2. IBA BENELUX shall be entitled to cancel the Agreement itself, without any compensation being due, when:  

(i) It is based on incorrect information from the Customer, or if IBA BENELUX suspects that the Customer is purchasing the Products for reasons that cannot be objectively considered to be reasonable and acceptable;
(ii) Prior to or during the execution of the Agreement, IBA BENELUX is no longer able to carry out the purchase order for objective reasons (such as but not limited to the unavailability of raw materials). In such event, IBA BENELUX will notify the Customer thereof within a reasonable period. Only when no alternative can be found between parties, already paid amounts will be refunded within 14 calendar days following said notification.

7.3. If IBA BENELUX cancels the Agreement based on shortcomings of the Customer, the same cancellation fee as determined in Article 7.2 shall be due by the Customer.

8.1. Unless agreed otherwise in writing, all prices are expressed in Euro and inclusive of any charges for IBA BENELUX’s standard packaging, but exclusive of VAT and any charges for non-standard packaging, handling or processing of the Products before shipping. Additional charges shall, when not included in the price, be listed explicitly.

8.2. Administration and Transport costs are included in the price provided that the value of the order is €2.000,00 or more (excl. VAT). If not, the administration and transport costs will be charged separately  .

8.3. A flat rate administration fee of €100,00 shall be charged on any order which falls below the minimum order value €200,00.  

admin kost voor portal (chapter 11)

9.1. At all times, IBA BENELUX reserves the right to request the Customer for (i) an advance payment, (ii) payment in full or (iii) payment by installments before commencing with the execution of an Agreement. Such right shall be exercised for example, unless otherwise agreed in writing, if:

• a Customer places an order with IBA BENELUX for the first time;
• a Customer has not fulfilled its payment obligation diligently in the past;
• a Customer orders no standard Products and/or Services;

9.2. Late payment of the advance payment, the full price or one/more installments, if so agreed, will in any event lead to suspension of the delivery date. If the Customer continues this refusal to pay, even after receiving a notice, IBA BENELUX reserves the right to cancel the entire/part of the Agreement, in which case the Customer shall be held to pay a compensation as determined in Article 7.2.

10.1. IBA BENELUX retains the ownership of all Products delivered to the Customer for as long as the Customer has not fully paid the price, costs, interests and all other accessories relating to the Agreement. Consequently, the Customer shall not be entitled to sell, convert, process, transfer and/or encumber the Products nor dispose them, as long as the price is not fully paid.

10.2. In the event the Customer, however, resells one or more Products, of which IBA BENELUX is still the owner in accordance with Article 10.1, the Customer transfers all due sums arising from this resale, to IBA BENELUX. The Customer undertakes to inform IBA BENELUX immediately via registered mail of any seizure laid by a third party on Products, which have not been fully paid.

10.3. If the Products are combined with articles not belonging to IBA BENELUX, IBA BENELUX acquires joint title in the new article to the ratio of the value of the Products supplied by IBA BENELUX to the other articles. The same shall apply if the Products are mixed with, or integrated into, articles not belonging to IBA BENELUX.

11.1. Only when expressly agreed in writing, IBA BENELUX shall register its invoices directly in the Customer’s invoicing system at the latter’s request. In this case, a fixed lump sum of €75,00 shall be charged per invoice that needs to be entered into the Customer’s system.

12.1. The Customer must pay all invoices of IBA BENELUX in full by bank transfer within a term of 30 days and without discount on the invoice date, unless agreed otherwise in writing.

12.2. All bank charges for all payments, by any method whatsoever, shall be borne by the Customer.

12.3. Invoices may only be legitimately disputed by the Customer in writing by registered letter within 1 week following the invoice date, stating (i) the invoice date, (ii) the invoice number and (iii) a detailed motivation.

12.4. Such dispute does not discharge the Customer from its obligation to pay. In any event, the amount of the invoice that is not disputed must be paid without any conditions.

12.5. Partly payments by the Customer are first allocated to the collection costs, next to the damages, the interest due and, finally, to the principal sum, with preference given to allocation to the oldest outstanding principal sum. 

13.1. In the event the Customer fails to make full payment on the due date:

• The Customer shall be liable to pay, by operation of law, and without prior notice of default, a late payment interest of 1 % per month, whereby a month that has already started counts as fully completed, while the amount due will be increased with all collection costs paid by IBA BENELUX in connection with the collection of the debt, plus 10% of the invoice amount, with a minimum of €250,00 by way of lump sum damages, without prejudice to IBA BENELUX’s right to claim higher compensation.  
• IBA BENELUX shall be entitled to suspend and/or cancel any further delivery to the Customer as well as the execution of future Agreements;
• All other invoices shall immediately become due and payable, even if they have not yet fallen due, and all permitted payment conditions will cease to apply.

13.2. The same applies in the event of an imminent bankruptcy, judicial or amicable dissolution, suspension of payment, as well as any other fact showing that the Customer is insolvent.

14.1. The liability of IBA BENELUX shall be limited to the lower of the following amounts (i) the invoice value of the Products delivered or Services provided by IBA BENELUX or (ii) the amount of the payment of the insurance policies entered into by IBA BENELUX, and in any case be limited to the liability mandatory under Belgian law.

14.2. IBA BENELUX shall in no event be liable for (including but not limited to):

• Indirect and/or consequential damage (including but not limited to loss of income and damage to the property of the Customer and/or a third party caused by the Products/Services);
• Additional damage caused by continued use by the Customer and/or a third party after a defect has been detected;
• Damage caused by incorrect information communicated by the Customer to IBA BENELUX;
• Damage caused by improper use or any use, application, handling, processing, treatment, installation by the Customer and/or a third party for a different purpose than the purpose for which the Products have been developed or are intended;
• Damage resulting from the failure to follow the advice given by IBA BENELUX, maintenance instructions, user manuals and/or installation instructions;
• Damage caused by infringement of packaging or labelling obligations in the country where the Products shall be sold and/or installed in case the Customer has not informed IBA BENELUX thereof in advance. Without Customer’s prior information, IBA BENELUX’s standard labelling is considered accepted and compliant.
• Damage caused by force majeure or hardship (cf. Article 15).
• Damage of which IBA Benelux was notified after the Customer and/or a third party had already performed modifications or repairs of any kind on the Products;
• Damage caused by the Customer’s design defects or operating errors;
• Wear parts which are worn out after a correct commissioning, such as in particular fuses, batteries, filter mats and other consumables;

14.3. In addition to the foregoing, specifically with regard to the delivery of Products, including the Software, IBA BENELUX shall not be liable for the following malfunctions:

• Malfunction of Software on PC’s that are not IBA Products;
• Incorrect estimates of the performance of the Software on PC’s the use of which in a quite specific use case has not been agreed with IBA BENELUX in writing;
• Malfunction of Software on PC’s that are not running versions of Windows expressly approved by IBA BENELUX;
• Malfunction of beta versions of the Hardware and/or Software that have been provided to the Customer transitionally or without time limitation at his request or after a corresponding agreement;
• Malfunction of systems which have been created from a combination and/or mixture of IBA Products and products from other manufacturers;
• Restricted function of the Hardware and/or Software as a result of peripheral components from third parties which are required, but have not been supplied at all or not been supplied in good time.;
• Damage caused by infringement of packaging or labelling obligations in the country where the Products shall be sold and/or installed in case the Customer has not informed IBA BENELUX thereof in advance. Without Customer’s prior information, IBA BENELUX’s standard labelling is considered accepted and compliant;
• Normal wear and tear, for example wear parts which are worn out after a correct commissioning, such as in particular fuses, batteries, filter mats and other consumables;
• Damage of which IBA Benelux was notified after the Customer and/or a third party had already performed modifications or repairs of any kind on the Products;
• Damage caused by improper transport (if the transport was not provided by IBA BENELUX);
• Damage resulting from incorrect/improper maintenance of the Products;

14.4. Prior to the initial purchase of Products, the Customer will inform IBA BENELUX of any regulation involving specific labelling or packaging of the Products. Without the Customer’s information IBA BENELUX’s standard labelling/packaging are considered accepted and compliant.

14.5. With regard to Services provided by IBA BENELUX, the liability of IBA BENELUX is always assessed in the light of the best efforts obligation entered into by IBA BENELUX.

14.6. In any case, IBA BENELUX may solely be held liable by its direct Customer and not by any third party.

15.1. Neither party is liable for any breach of its obligations that is caused by force majeure or hardship. Cases of force majeure or hardship are conventionally considered as: all circumstances that were reasonably unforeseeable and unavoidable at the time of conclusion of the Agreement and that create for one of the parties the inability to carry out the Agreement or that would make its  implementation, financially or otherwise, harder or more difficult than normally anticipated (such as but not limited to war, natural disasters, fire, confiscation, epidemics or pandemics, delays on the part of third parties or bankruptcy of third parties on whom IBA BENELUX appeals, shortages of personnel, strikes, organizational circumstances, hacking and threats/acts of terrorism).

15.2. The aforementioned situations entitle the affected party to apply for the revision and/or suspension of the Agreement by simple written notification to the other party, without the affected party becoming liable for any damages whatsoever. If a situation of force majeure and/or hardship lasts longer than 2 months, both parties have the right to terminate the Agreement.

15.3. The Customer is at all times obliged to pay all fees for the Hardware, Software and/or Services already delivered or performed on the date of suspension/termination.

16.1. The Customer undertakes not to disclose, distribute and/or use any confidential information belonging to IBA BENELUX or relating to the Products and/or Services provided by IBA BENELUX such as, but not limited to, pricelists and any commercial or technical information that the Customer acquires during the course of the Agreement. In addition, the Customer undertakes to treat the confidential information with the greatest discretion, caution and confidentiality and acknowledges that the confidential information shall, at all times, remain the exclusive property of IBA BENELUX, unless IBA BENELUX has given its prior express written consent. The Customer is responsible for his employees, contractors and other agents also observing this obligation to the full.

16.2. If the Customer commits a breach of one of its obligations under this confidentiality clause, the Customer shall pay IBA BENELUX a lump sum of 5.000,00 EUR, to be increased by 500,00 EUR for each day that the breach continues, without prejudice to IBA BENELUX's right to prove and claim higher damages and without prejudice to any other right IBA BENELUX may derive from (i) the law or (ii) these Terms.

17.1. The processing by IBA BENELUX of personal data concerning the (potential) Customer and/or its personnel/staff shall take place in accordance with the provisions of the privacy policy of IBA BENELUX, which can be consulted “https://www.iba-ag.com/en/privacy”. In such event, IBA BENELUX acts as controller. This privacy statement includes information about the personal data collected by IBA BENELUX, as well as the manner in which IBA BENELUX uses and processes this personal data. By ordering Products and/or Services or by entering into an agreement with IBA BENELUX the Customer acknowledges to have read the privacy policy and accept it.

17.2. Each Party shall, at all times, comply with its respective obligations under all applicable Data Protection Laws in relation to all personal data that is being processed under the Agreement. Insofar IBA BENELUX, in its capacity of processor, would process personal data on behalf of the Customer, the Customer will, in its capacity of controller, remain responsible for setting out the purpose and means of the processing and IBA BENELUX will respect all reasonable instructions provided by the Customer in relation thereto. Parties shall, upon either Party’s first request, enter into a data processing agreement.

18.1. IBA (BENELUX) is and remains the sole owner and/or licensee of the Products and/or Services and all other Intellectual Property Rights relating thereto. Except as expressly provided in the Agreement, the Agreement does not under any circumstances constitute a transfer or grant of a license of intellectual property rights.

18.2. The Customer shall not alter, remove or tamper with the trademarks, trade names or other identifiers on the Hardware, Software and/or Services.

In accordance with the Belgian law of 15/12/2004, parties agree that all currently existing as well as any future debts between parties shall always automatic and ipso jure be set off against each other and be compensated. This means that in the permanent relationship between parties, the largest debt balance remains due following the automatic compensation, which will in any case have legal effect against the curator and the remaining creditors, who cannot oppose this.

20.1. Belgian law shall apply.

20.2. The provisions of the UN CISG shall not be applied.

20.3. Disputes are subject to the exclusive jurisdiction of the courts of the district where IBA BENELUX has its registered office.

The original language of the Terms is English. In case of any inconsistencies between the Terms and any translation thereof, the English version will always prevail.

22.1. IBA BENELUX reserves the right to modify or amend its Terms following prior written/electronic notification to the Customer. The amended Terms are only applicable to orders placed and/or Agreements concluded after the amendments have been implemented and notified to the Customer.

22.2. The (repeated) non-enforcement of any right by IBA BENELUX can only be regarded as tolerance with regard to a specific condition, and shall not waive the right of IBA BENELUX to invoke this at a later time.

22.3. The invalidity of one or more clauses of the Terms (even partly), shall not affect the validity of the other clauses and/or the remainder of that clause. In such event, parties undertake to replace it by an equivalent clause and in case of no Agreement, the competent court may mitigate the invalid clause to what is (legally) permitted.

22.4. The provisions of the Agreement that are explicitly designated to survive termination, expiry or cancellation or that by their nature reasonably should survive any termination, expiry or cancellation of this Agreement shall continue in full force and effect.

23.1. The Software will be delivered to the Customer via a license key that will be provided as soon as possible after the conclusion of the Agreement. Delivery dates given by iba-benelux are non-binding guide dates, unless they have been expressly confirmed in writing by iba as a binding delivery deadline.

23.2. The relevant user documentation can be found on our website www.iba-benelux.com. An account should be made by the customer using an email address and a password. All manuals and recent software versions can be downloaden afterwards. The user documentation will be made available in English. Upon the Customer’s request and cost, the user documentation can be translated to other requested languages.

23.3. Unless otherwise agreed in writing, the installation and configuration of the Software does not form part of the Agreement, for which the Customer shall be exclusively responsible. The installation and configuration must be carried out in accordance with the accompanying instructions.

24.1. When the Software has been delivered and installed in accordance with the accompanying instructions, the Customer will commence acceptance testing to determine whether or not the installed Software complies with the specifications and requirements as set out in the Agreement and the user documentation.

24.2. If the Software does not comply with the specifications and requirements, the Customer will issue a notice of rejection, wherein the non-compliance and Bugs are set out in reasonable detail. In this case, IBA BENELUX shall within the shortest possible time, remedy the non-compliance and correct identified Bugs and will allow the Customer to subject the Software to the acceptance procedure again.

24.3. If the Customer has not issued a notice of acceptance/rejection within 14 days, the Customer shall be considered to have accepted the Software.

25.1. The following terms apply for the Software provided by IBA BENELUX, unless a separate license agreement exists.

25.2. IBA BENELUX grants the Customer a permanent non-transferrable, non-sub licensable, non-exclusive right to use the Software acquired under the provisions of the Agreement.

25.3. The Software provided within the scope of the Agreement contains technical features intended to prevent unlicensed use.

Use of the features in the Software requiring a license is possible only if the license dongle (USB hardware key) supplied on purchase of the Software requiring the license has the associated activation key. To this end, the license dongle must be plugged into the port on the PC suitable for the purpose and may also not be removed while the features requiring the license are being used. The activation key is issued to the end user name specified in the order and is not transferrable.

25.4. The Customer does not have the right to the following actions:

• amendment, copying, modification or other editing of the Software provided by IBA BENELUX, especially if the modification or removal of trademarks, copyright and other IP protection notices;
• decompiling, reverse engineering or the application of other methods to obtain the source code;
• reproduction of the Software for the purpose of passing it to third parties;
• or in any other way exploit the Software, whether commercially or not, for any other purpose than its internal business purposes with the exception of what is permitted according to the user documentation.

25.5. The Customer only has the right to dispose of the Software to an end user if the license key has already been issued in the name of the end user or has been changed to this name by IBA BENELUX.

26.1. At the request of the Customer and with the explicit approval of IBA BENELUX, a demo license may be granted to the Customer in order to test a Software product. For this purpose, IBA BENELUX shall make a dongle available to the Customer that can be used for one month, free of charge and without any purchase obligation on the part of the Customer.

26.2. At the latest one month after the date of dispatch of the dongle, the Customer must inform IBA BENELUX whether he wishes to purchase the Software or not. If the Customer decides not to purchase, he shall return the dongle at its own expense to IBA BENELUX no later than one month after the date of dispatch of the dongle.

26.3. If the Customer fails to inform IBA BENELUX and/or fails to return the dongle to the Customer in time in accordance with Article 26.2, the Customer shall be considered to have agreed to the purchase of the Software and the full price of the Software shall be invoiced to the Customer.

27.1. IBA BENELUX provides free updates for the Software licensed to the Customer for a limited period of 2 years from the date of delivery of the Software. All Software updates that are released during this period can be downloaded and installed by the Customer through the IBA BENELUX website. If the Customer wishes to continue to benefit from Software updates after this period, a separate maintenance contract must be concluded.

27.2. In the event that the Customer requests a specific / non-standard upgrade, update, enhancement or modification of the Software, such services shall be subject of a separate agreement between the parties.

27.3. In the event of a Bug in the Software, the Customer may appeal to the support service of IBA BENELUX by e-mail via support@iba-benelux.com. IBA BENELUX undertakes to provide the Customer with a first response within 5 Working Days. If the problem cannot be solved immediately, the parties shall agree on the next steps to be taken.  

27.4. If IBA BENELUX intervenes after a complaint and it appears afterwards that the defect or problem has nothing to do with the Software itself, but was caused by (other Software or Hardware of) the Client or a third party, or because the Software was not updated to the latest version, the hours spent searching for a solution will be charged on an hourly rate, plus transport costs, if applicable.

27.5. The support service may only be contacted for Bugs in the Software, and not for questions that the Customer may have concerning the configuration, use or implementation of the Software. IBA BENELUX shall only respond to questions relating to a problem or defect in the Software. If the Customer wishes to obtain further explanations or training concerning the functioning of the Software, or wishes to have permanent access to the support service for all kinds of questions (not only limited to reporting defects), the Customer can call upon the Services offered by IBA BENELUX, for which a separate contract shall be entered into.

28.1. IBA BENELUX provides user documentation for the Software which defines the proper use of this software. IBA BENELUX guarantees to the Customer compliance of the use in accordance with the Agreement and with the user documentation valid at the time of dispatch during a period of 2 years from the date of delivery of the Software provided that (i) the Software is used as intended, (ii) all defects are timely notified to IBA BENELUX in accordance with Article 28.3 and (iii) within a period of 72 hours after the Bug has been detected, under the penalty of forfeiture.

28.2. During the warranty period, IBA BENELUX will correct Bugs in the Software that have been notified by the Customer in accordance with Articles 28.3 and 28.4.

28.3. The warranty is dependent on the Customer complying with its obligations as set out in the Agreement. Notwithstanding the provision in Article 14, the warranty shall not apply in the following cases:

• the Customer used the Software in combination with software or hardware that is not in accordance with the requirements;
• the Customer has, without IBA BENELUX’s permission or in violation of the Agreement, made modifications or has allowed third parties to make modifications or alterations;
• the Customer has used the Software in an incorrect or improper way.

28.4. Unless stated otherwise in the Agreement, IBA BENELUX does not warrant that the Software will at all times function as expected or will be error-free. The Software is provided “as is”.

28.5. After a period of 2 years, the warranty on the Software expires and IBA BENELUX can no longer guarantee the functionalities, characteristics and proper functioning of the Software. This requires regular updates and proper maintenance of the software systems. If necessary, the Customer may call upon IBA BENELUX for this purpose, in which case a separate maintenance contract shall be concluded. IBA BENELUX shall therefore not be liable for any defects that occur after a period of 2 years.

28.6. The Customer undertakes to make available to IBA BENELUX verifiable documentation regarding the nature and occurrence of discrepancies in the Software in respect of the user documentation and to collaborate in the detection of errors.

28.7. IBA BENELUX is not liable for recreation of or the loss of data which might be corrupted or lost in the use of Software supplied by IBA BENELUX or of storage media supplied by IBA BENELUX, unless the Customer gives the assurance on his part that all his data is backed up at all times – at the intervals necessary for the relevance of the data – in machine-readable form, so that it can be reconstructed with reasonable effort, unless IBA BENELUX has caused its loss or corruption by gross negligence or malice.

28.8. When the warranty has expired, IBA Benelux shall no longer bear any responsibility for hidden defects.

29.1. If certain software is made available on the website of IBA BENELUX free of charge, this is "as is" and IBA BENELUX does not offer any guarantees in this regard. Under no circumstances shall it be held liable for damage incurred by the Customer as a result of downloading this software.

30.1. The expected time of delivery is always approximate and non-binding. Exceeding the scheduled delivery time can thus not give rise to a fine, damages, substitution or termination of the Agreement at the expense of IBA BENELUX, nor can it legitimize non-payment or late payment of the amounts due by the Customer.

30.2. Notwithstanding Article 30.1 the scheduled delivery times shall automatically expire in case:

• IBA BENELUX has not received all the necessary information, specifications and instructions from the Customer in due time;
• Of amendments of the purchase order;
• The Customer has overdue debts;
• Of Article 9.2, Article 13.1 and Article 15.2;

31.1. The Products shall always be delivered in IBA BENELUX’s standard packaging, unless otherwise stipulated in the Agreement.

31.2. Depending on the destination, the Products shall be delivered as follows, unless otherwise described in the Agreement:

• When the Products are to be delivered in Europe, with the exception of Switzerland and the United Kingdom, the Products shall be delivered Delivered Duty Paid (DDP) (Incoterms© 2020) at the agreed destination;
• When the Products are to be delivered outside Europe, to Switzerland or the United Kingdom, the Products shall be delivered Delivered at Place Unloaded (DPU) (Incoterms© 2020) at the agreed destination;

31.3. If the Customer refuses the purchase order upon delivery or is negligent in providing assistance to facilitate the delivery at the indicated delivery address, IBA BENELUX is entitled – at the expense and the risk of the Customer – to take all reasonable measures in this respect (such as but not limited to storage of the Products). In any event, any additional costs associated with the receipt of the Products shall always be borne by the Customer.

31.4. At all times, IBA BENELUX reserves the right to do partial deliveries and to invoice per partial delivery.

32.1. Upon delivery of the Hardware, the Customer must immediately conduct an initial verification of the packaging or the carriers (such as pallets). The following aspects (non-limitative): quantity, volume, specifications, conformity of the delivery must be verified by the Customer within 5 days upon delivery of the Products. Following such verification, the Customer must immediately notify any non-conformity and/or visible defect – at the risk of forfeiture – by indicating this by email support@iba-benelux.com and on the delivery note or on the CMR letter.

32.2. If no complaints are submitted in accordance with the previous article, the Customer will be considered to have approved and accepted the delivery.

33.1. Unless specifically agreed otherwise in writing and with the exception of the cases described in Article 33.2, the Products shall be covered for hidden defects during a warranty period of 12 months, which takes effect the moment of delivery of the Products. After this warranty period, IBA BENELUX shall no longer be liable for hidden defects.

33.2. The following guarantees apply to certain types of Hardware:

• 1 year for keyboards and mouses;
• 1 year for memory cards (CF/SD/SSD);
• 2 years for PC’s and accessories and for components not produced by IBA Benelux;
• 2 years for Software;  
• 5 years for IBA assemblies (FOB, PADU, etc.);

33.3. The Customer must inform IBA BENELUX of any hidden defect by email (via support@iba-benelux.com) no later than 48 hours after the hidden defect has/should have been detected, at the risk of forfeiture.

33.4. Under penalty of disallowance of the complaint, the Customer must:

• Be able to prove that, as long as the Products are not installed, it has stored the Products carefully and correctly, in their original packaging, sheltered from climatic conditions and in accordance with the technical data sheet available on simple written request by the Customer, both before and after detection of the defect;
• After detection of the defect, not disassemble, repair or perform other work on the Products, or has them performed by a third party, without the prior written approval of IBA BENELUX. Nonetheless, the Customer shall, with due and proper care, make minimal efforts which are necessary to minimise extra costs/damages that could occur due to the defect.

34.1. IBA BENELUX shall verify and examine the claims of defects/non-conformity. If the complaint proves to be justified, IBA BENELUX shall inform the Customer of the actions to be taken.

34.2. The warranty that IBA BENELUX offers to the Customer as a result of a valid complaint regarding hidden defects is limited, at its own discretion and insight, to a repair or replacement of the defective Product.

34.3. Physical return of the defective Products requires prior approval by IBA BENELUX. In absence of its approval, all returned shipments will be refused and the costs arising thereof shall be passed on to the Customer.

34.4. By filing a complaint, the Customer shall not be entitled to postpone its payments to IBA BENELUX. The Customer is obliged to reimburse the costs incurred as a result of unfounded complaints.

35.1. IBA BENELUX provides various Services at the request of the Customer. The specific scope, content, deadlines, etc. related to these Services shall be agreed upon by the parties in the Agreement.

35.2. IBA BENELUX will provide its Services in accordance with the state-of-the-art and in accordance with the terms of the contract. Customer requirements shall be given in written form. IBA BENELUX always aims to provide Services as can be expected from a professional service provider in a similar sector and with similar scope (i.e. best efforts obligation).

35.3. Services shall be provided in compliance with the principles of the proper execution of a profession by qualified staff or by service partners authorized by IBA BENELUX. The right to select staff and service partners deployed shall remain reserved to IBA BENELUX.

35.4. The Service shall be carried out at the Customer’s premises or at IBA BENELUX, depending on what is necessary for a proper execution of the task.

35.5. The Customer is not authorized to give instructions to IBA BENELUX staff. IBA BENELUX staff do not become part of the Customer’s establishment.

35.6. IBA BENELUX is authorized to provide the Service in appropriate parts as long as this does not result in unreasonable additional costs for the Customer.

35.7. IBA BENELUX’s Service is considered to have been provided when IBA BENELUX has delivered the contractual Service and a completion notice has been handed over to the Customer.

36.1. Unless otherwise stipulated in the Agreement, delivery times are not binding.

36.2. In case binding deadlines and delivery times for Services have been agreed, they don’t begin to run until the Customer has taken all the preparatory actions to be taken for the execution of the Services and satisfied its obligations to co-operate. Should the Customer be overdue in providing a service it is due to perform, the deadlines and delivery times will be extended by the extent of this delay.

36.3. Notwithstanding the provisions of Article 15, deadlines and periods for Services are extended by the duration of any obstacle or interruption should unforeseeable obstacles arise which are beyond IBA BENELUX’s influence and for which IBA BENELUX is not responsible. This provision shall apply for cases of force majeure and hardship, even if such circumstances arise for IBA BENELUX’s service partners, to the extent that such obstacles can be shown to be of significant influence on the provision of the Services. IBA BENELUX shall not be held responsible for such circumstances even if delivery default has already occurred.

36.4. In no event, however, shall the Customer be entitled to compensation in the event of any delay. However, if the delay is unreasonably long in relation to the delivery time, the Customer may terminate the Agreement provided prior justification is given by registered letter addressed to IBA Benelux.

36.5. Where any cause for which IBA BENELUX is not responsible increases the cost of providing the Service, IBA BENELUX is permitted to request compensation from the Customer for its extra expenditure.

37.1. The Customer shall nominate a contact person who is available to IBA BENELUX for any information it requires, who shall take decisions or is able to have them taken without undue delay. IBA BENELUX will consult the Customer’s contact person when and to the extent that this is necessary to perform the task.

37.2. The Customer shall do the necessary to allow a proper execution of the Service. In particular, the Customer shall ensure that all the co-operation required shall be provided in good time, to the extent required and at no cost to IBA BENELUX.

37.3. The Customer shall further make adequate tools and work stations available to the IBA BENELUX staff where work is carried out at the Customer’s premises. The Customer shall make the necessary preparations for IBA BENELUX to be able to carry out the Services immediately when it arrives on site. For example, the physical installation of all components, cabling, power supply connections have been executed, the IT network(s) must be in place and it must be possible to connect to the necessary machines. The equipment must be adequately configured in order to be able to communicate on the network(s): proper allocation of IP address(es), addition to domain(s) etc... Any time lost by IBA BENELUX due to the fault of the Customer (for example, due to the non-availability of the necessary tools or because the workshop is inaccessible, or because production has not been stopped when required, etc.) shall be charged additionally on a time and materials basis.

37.4. Should the completion of the task require the confirmation or expansion of the Customer’s software, the Customer shall make available a responsible qualified member of his company staff to make such modifications or, when requested by IBA BENELUX, to support IBA BENELUX.

37.5. Should the completion of the Service require operation of one of the Customer’s machines, the Customer shall make available responsible, qualified operating personnel from his company.

37.6. The Customer shall make available to IBA BENELUX, even if not specifically requested, the Customer-specific documentation and other required company-internal information necessary for the execution of the Service.

37.7. The Customer shall be liable for delays or defects in completion of the Service if such arise from performance data submitted by him, incorrect or incomplete information or other impediments.

38.1. IBA BENELUX will provide the Customer with a completion notice following completion of the agreed Service.

38.2. The Customer shall check the Service performed or accept the installation immediately on receipt of the completion notice.

38.3. Should the Customer not make any complaints within a period of one week after receipt of the completion notice, the Service is considered to have been accepted. In any case, the Services shall be considered accepted upon payment of the invoices.

38.4. Any liability for hidden defects shall in any case expire within a period of 12 months after delivery of the Services concerned.