Purchase contract

1. Scope

1.1 The present general terms and conditions govern the contractual relationship between the customer and Konica Minolta Business Solutions Belgium NV, Berkenlaan 8a-b, 1831 Diegem, Belgium, registered in the Crossroads Bank for Enterprises (CBE) under number: 0863.205.176, info@konicaminolta.be (hereafter called “Konica Minolta” or “Service Provider”), regarding the online purchase of Konica Minolta Products through the website (“platform”).

2. Use of the online platform

2.1. The customer must register before being able to use the Platform and the products and services offered there. When registering, the company data entered by the customer must be complete and accurate,and must always be updated by the customer.

2.2. After checking the registration data and accepting the customer, Konica Minolta will create a Customer Account.

2.3. Konica Minolta has the right to refuse to create a Customer Account and to block or delete a Customer Account or user account if:

• the customer is a natural person;
• the customer’s registration data are inaccurate, incomplete or not up to date;
• the customer’s creditworthiness is insufficient;
• the customer grossly or repeatedly fails to fulfil his contractual obligations, despite warnings,
• a Customer Account is used without permission or unlawfully or improperly

2.4. The customer can only grant platform access to authorised persons within the customer’s company and is solely responsible for all activities taking place under his Customer Account.

2.5. The customer must secure the access data of his Customer Account (such as passwords and/or other data). He must immediately inform Konica Minolta of any unauthorised use of his access data or account.

2.6. The customer is prohibited from processing any data on the platform that (i) is unlawful, provocative, libellous, wrongful, threatening or harmful in any manner whatsoever or reprehensible in any other manner, (ii) he is not entitled to process under any law or contractual relationships, (iii) infringes upon the rights of a third party, including but not limited to Intellectual Property Rights and business secrets, (iv) contains viruses or other harmful components.

3. Ordering and accepting trough the Platform

3.1. The Platform offers the customer the possibility to conclude a contract with Konica Minolta regarding the purchase of multifunctional copiers, printers and/or software (hereafter called the “Products” or “Product”).

3.2. Depending on the technical specifications of a Product, the corresponding options, the printing volume and prices published on the Platform, the customer chooses which Products best meet the customer’s requirements and expectations. Konica Minolta is not responsible for the choices the customer makes on the Platform. On his own risk, the customer must check the compatibility between the Products and his own internal IT systems.

3.3. By completing the ordering process on the Platform, the customer makes a binding offer to Konica Minolta to conclude a purchase contract with Konica Minolta for the selected Products. Only after Konica Minolta’s acceptance, a reciprocal online purchase contract enters into force between the customer and Konica Minolta.

3.4. A mere confirmation of receipt of the offer does not imply acceptance of the offer by Konica Minolta. Acceptance is only valid with an e-mail of Konica Minolta in which she expressly confirms acceptance of the offer.

3.5. Konica Minolta has discretionary authority to accept the customer’s offer or not. The situations in article 2.3 give cause for Konica Minolta’s refusal of the offer.

3.6. The present general terms and conditions must be accepted by the customer when making an offer.

4. Fees

4.1. The purchase price will be indicated on the Platform and will be confirmed in writing by Konica Minolta.

4.2. The purchase price is an amount excluding VAT and excluding copyright fees such as Reprobel, Auvibel, etc.

4.3. The customer accepts that the invoice regarding the purchase price may be sent via electronic mail to the e-mail address provided by the customer for this purpose.

4.4. The purchase price shall be paid within 30 calendar days after invoice receipt, at the Customer's option, by SEPA mandate or credit card. Any late payment entitles Konica Minolta to charge interest in accordance with the legal interest rate laid down in the Law on combating late payment in commercial transactions, plus a compensation fee of 10% on the purchase price.

5. Ownership and transfer of risk

5.1. Title in the Product shall pass from Konica Minolta to customer after full and final payment by customer of the purchase price. Konica Minolta retains the right to take back the Product from customer as long as the purchase price has not been paid by the customer.

5.2 All risk of loss or damage to the Product shall remain with Konica Minolta until delivery of the Product by Konica Minolta to the customer.

6. Delivery

6.1.Each delivery period stated on the Platform is purely indicative and is not binding. Any delay can never give rise to the payment of a compensation fee by Konica Minolta.

6.2. The customer accepts that Konica Minolta can deliver the Product with a subcontractor.

6.3. The customer must report any non-compliance and/or incompleteness of the Products to Konica Minolta within 5 working days after the delivery.

7. Exchange guarantee and convenience pack

7.1. Konica Minolta warrants that the Product meets the technical specifications as defined on the Platform. The Customer shall inspect the Product immediately upon delivery and promptly notify Konica Minolta of any defects or non-conformity.

7.2. Konica Minolta shall, at its own expense, replace a defective Product with a Product with the same technical specifications subject to the condition that after inspection and examination by Konica Minolta it turns out that the defect was already intrinsically present at the time of delivery and that such defect was not caused by negligent use or negligent installation of the Product by the Customer. This exchange warranty shall expire and any claim by the Customer under this warranty shall lapse 2 months after delivery of the Product.

7.3. The customer has the option to purchase a "convenience pack" in which the customer obtains an exchange guarantee for a period of 2 years from delivery in case of a technical defect of the Product and in which one set of four toners (CMYK) and one waste toner box is included upon delivery of the Product. If the customer chooses this option Konica Minolta shall, at its own

expense, replace a defective Product with a Product with the same technical specifications subject to the condition that the defect occurs within 2 years after delivery and if after inspection and examination by Konica Minolta it turns out that the defect was not caused by negligent use of the Product by the Customer (e.g. careless use of the Product, incorrect installation of the Product, etc).

8. Data Protection

8.1. The Customer is solely responsible for the personal data (such as e-mail addresses, IP addresses, etc) it will implement, manage and process through the Product. Konica Minolta shall bear no responsibility in this respect and shall not act as a processor of personal data.

9. Maintenance

the Customer may use Konica Minolta's Hotline Support for the performance of a repair or maintenance on the Product upon payment of the applicable maintenance fee at that time.

10. Liability

10.1. Konica Minolta is liable and will compensate the customer for all proven damage, excluding indirect damage and consequential loss (such as loss of profits, loss of paper, etc.) that the customer suffers as a result of breach of this contract attributable to Konica Minolta.

10.2. Except in case of wilful breach or serious breach of this contract by Konica Minolta, Konica Minolta’s liability in the fulfilment of this contract shall be limited to an amount equal to the monthly fee paid over a maximum period of 12 months prior to the event giving rise to such breach.

11. Software

11.1. If the customer selected the option software on the Platform, then Konica Minolta grants a non-exclusive and non-transferable licence to use the software. In this contract “use” implies saving, loading, installing, opening, running or viewing the software.

11.2. Konica Minolta and/or Konica Minolta licensors retain all titles, ownership rights and intellectual property rights to and concerning this software.

11.3. The customer will only use the software for his own business purposes. In all circumstances, the customer is prohibited from making this software available, selling it, hiring it or leasing it to third parties, and from concluding a sub-licensing contract for it with third parties. The customer shall refrain from all activities consisting of changing, translating or converting the software into another programming language, or subjecting it to alterations, dismantling, decompiling or reverse engineering, or permitting third parties to carry out any of these activities on the software.

11.4. The customer agrees to use the software in accordance with the licences and/or conditions of use shown on the display of the hardware Product during installation of the software (the so-called “EULA”).

11.5. Konica Minolta delivers the software “as such” and gives no warranty regarding the fitness of software for any particular use.

12. Final provisions

12.1 This contract is governed by Belgian law.

12.2. Any disputes related to or connected with this contract will be exclusively handled by the courts of Brussels or Antwerp, at applicant party’s discretion.

12.3. Considering that the customer always acts for business purposes when using the Platform, the customer expressly accepts the non-applicability of articles XII.6§1, 8° XII.7 § 1, XII.8 and XII.9 of the Code of Economic Law.

12.4. If a provision of this contract would be declared invalid, the remaining provisions of this contract will be unaffected. Such invalid provision will be replaced with another provision that corresponds with the intention of the provision and this contract.

12.5. A change or addition to this contract is only valid if accepted online or in writing by all Parties concerned.