TERMS

1. General Terms and Conditions

Art. 1 – company information

This are the General Terms and Conditions of:
BV MILTA
VAT BE 0708.928.557
Carnotstraat 58
2060 Antwerpen
Belgium
*+32 3 440 62 43 *
*info@milta.be*

Art. 2 – definitions

MILTA: the BV MILTA as mentioned in article 1 and its possible legal successors. Client: every company or entrepreneur which became membership to the MILTA Website(s). Milta Website: *Website(s)*. Offer: an invitation to buy as stated on the Milta Website(s). Order: any order placed by the Client on the MILTA Website(s). Membership: the membership between the Client and Milta including every Order. Invoice: any invoice issued by MILTA to the Client. Agreement: any agreement between the Client and MILTA.

Art. 3 – applicability

These General Terms and Conditions apply to all Offers, Orders, Membership and Agreements. The applicability of the general terms and conditions used by the Client is hereby expressly excluded. These General Terms and Conditions of MILTA can be consulted on the Milta Website(s). Deviations can only be made with MILTA’s written consent. Additional terms apply for the loan of Point of Sale Terminals.

Art. 4 – execution and force majeure

MILTA shall undertake to fulfil Offers, Orders, Membership, Invoices and Agreements to its best insight and capacity. Any reference of date(s) of delivery etc. are guiding and non-binding unless explicitly stated otherwise. In the event of force majeure, the obligations of Milta shall be suspended, limited or cancelled without Milta being liable. In these General Terms and Conditions, force majeure is understood to mean any unforeseeable and unavoidable event beyond a party’s will which constitutes an insurmountable obstacle to the fulfilment of an obligation, such as but not limited to: riot, strike, transport delay, technical malfunction, pandemic, epidemic, changes in legislation or regulation, etc. Changed circumstances do not obligate MILTA to renegotiate Orders, Membership, Invoices or Agreements.

Art. 5 – prices

Unless explicitly stated otherwise, prices are stated in EURO excluding VAT and other taxes/costs. In case a product is incorrectly priced, MILTA has the right to cancel the Order without the Client being able to claim damages.

Art. 6 – delivery

MILTA undertakes to deliver the Order to the stated address within a period of *Two working days * (*02*) days. This is a guiding and non-binding timeframe. The Client has no right to cancel an Order and is obliged to receive the Order on the stated address. In case delivery at the stated address is impossible, MILTA is automatically entitled to damages in the amount of ten (10) % of the unpaid principal with a minimum of forty (40) EUR unless MILTA proves that its actual loss is higher, in which case it shall be entitled thereto. Client bears the burden of proving delivery at the stated address was possible. Delivery to the stated address is free of charges only on the territory of Belgium. Express delivery, i.e. guaranteed delivery within twenty four (24) hours following the Order, will be fully charged to the Client as stated on the Milta Website, Offer, Order, Invoice and/or Agreement.

Art. 7 – rebate

Orders of a certain amount entitle the Client to a direct rebate with the next Order placed within six (6) months. The rebate will be as stated on the Milta Website. Client bears the burden of proving that MILTA made it practically impossible to place the next Order within six (6) months in which case the agreed rebate will be cashed out without the Client being able to claim damages.

Art. 8 – payment

Orders are payable at the moment of the placing of the Order (prepayment online) or cash at delivery. In the event of prepayment online, MILTA will start processing the Order as from the moment of receipt of full payment. In case MILTA does not receive full payment within *Two days* (*02*) days after the Order, MILTA has the right to cancel the Order, Membership and/or Agreement on behalf of the Client. MILTA is automatically entitled to damages in the amount of ten (10) % of the unpaid principal with a minimum of forty (40) EUR unless MILTA proves that its actual loss is higher, in which case it shall be entitled there to. In the event of non-payment at delivery, MILTA has the right to cancel the Order, Membership and/or Agreement on behalf of the Client. MILTA is automatically entitled to damages in the amount of ten (10) % of the unpaid principal with a minimum of forty (40) EUR unless MILTA proves that its actual loss is higher, in which case it shall be entitled thereto. In any case of non-payment within thirty (30) days following the Invoice date, MILTA is automatically and without previous notice of default entitled to an interest charge for late payment of ten (10) % a year next to fixed damages in the amount of ten (10) % of the unpaid principal with a minimum of forty (40) EUR. In any case of non-payment (including interests, damages and costs), delivered goods continue to be property of MILTA. MILTA has the right to cancel the Order, Membership and/or Agreement on behalf of the Client and is entitled tot repossess the goods without prejudice to its right to claim damages. The Client shall cooperate in order to MILTA’s possibility to exercise this right. Client bears risk for the goods as from shipping/delivery. In any case of non-payment, Milta is entitled to suspend the performance of future obligations and/or Orders.

Art. 9 – termination

Next to its right to terminate Orders, Membership and/or Agreements as mentioned in article 8, Milta is entitled, without prejudice to its other rights, to fully or partially terminate Orders, Membership and/or Agreements in case the Client refuses to receive and accept goods/services or in the event that the Client is declared bankrupt, goes into liquidation, requests judicial reorganisation, ceases business, is placed under provisional administration or in a similar situation.

Art. 10 – complaints

Any complaint about Offers, Orders, Membership, Agreements or Invoices shall be made by motived registered letter sent to MILTA’s headquarter within eight (8) days after the performance/invoice date. Complaints do not suspend the Client’s obligations (reception, payment etc.).

Art. 11 – liability

MILTA cannot be held liable for any damage except in case of wilful intent. Milta can never be held liable for consequential loss or loss resulting from any shortcoming of third parties. The Client shall indemnify MILTA against any damage claim from third parties regarding Offers, Orders, Membership, Agreements and/or Invoices.

Art. 12 – privacy policy

Milta may process some personal data. Milta will process personal data in full compliance with applicable legislation. Milta adopted a Privacy Policy available on: *https://milta.be/privacy-policy/*. Privacy related questions can be sent to: *info@milta.be*. More information is available on: https://www.gegevensbeschermingsautoriteit.be/burger/startpagina.

Art. 13 – nullity and validity

If one or more provisions of these General Terms and Conditions, Offers, Orders, Membership, Agreements and/or Invoices are found to be invalid, illegal or unenforceable, in whole or in part, the remainder of that provision and of the General Terms and Conditions, Offer, Order, Membership, Agreement and/or Invoices shall remain in full force and effect as if such invalid, illegal or unenforceable provision never been contained herein. Moreover, in such an event, the Client and MILTA shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision, in such a way as to reflect insofar as it is possible the purpose of the invalid, illegal or unenforceable provision(s).

Art. 14 – applicable law and jurisdiction

All issues, questions and disputes concerning these General Terms and Conditions, Offers, Orders, Membership, Agreements and/or Invoices as well as all tort matters and other matters of pre- and extra-contractual liability between the Client and MILTA shall be governed by and construed in accordance with Belgian law (with the exception of the Vienna Sales Convention). All disputes shall be submitted tot the exclusive jurisdiction of the courts in Antwerp.

2. Sales & Delivery Terms and Conditions

Art. 1 – terms and conditions

These Sales and Delivery Terms and Conditions apply exclusively next to the General Terms and Conditions of MILTA. The general terms and conditions of MILTA can be consulted on her website: *https://milta.be/general-terms-and-conditions/*. The client confirms the knowledge and acceptance of both this Sales and Delivery Terms and Conditions and the General Terms and Conditions.

Art. 2 – prices

Prices are stated in EURO excluding VAT and other taxes/costs. Any discounts have already been deducted.

Art. 3 – payment

In the event of non-payment within thirty (30) days of the invoice date, MILTA is automatically and without previous notice of default entitled to an interest charge for late payment of ten (10) % a year next to fixed damages in the amount of ten (10) % of the unpaid principal with a minimum of forty (40) EUR. Delivered goods continue to be property of MILTA until full payment of all invoices from MILTA. In the event of non-payment, MILTA has the right to cancel the order/agreement immediately and is entitled tot repossess the goods without prejudice to its right to claim damages. The client shall cooperate in order to MILTA’s possibility to exercise this right. Client bears risk for the goods as from the delivery.

Art. 4 – complaints

Any complaint shall be made by motived registered letter sent to MILTA’s headquarter within eight (8) days after the performance/invoice date. Complaints do not suspend the client’s obligation of payment.

Art. 5 – liability

MILTA cannot be held liable for any damage except in case of willful intent. Milta can never be held liable for consequential loss or loss resulting from any shortcoming of third parties. The client shall indemnify MILTA against any damage claim from third parties.

Art. 6 – nullity and validity

If any of the provisions should be invalid, illegal or unenforceable, in whole or in part, the remainder of the Sale and/or Sales and Delivery Terms and Conditions shall remain in full force.

Art. 7 – applicable law and competent courts

All issues, questions and disputes concerning this Sale shall be governed by and construed in accordance with Belgian law (with the exception of the Vienna Sales Convention). All disputes concerning this sale shall be submitted to the exclusive jurisdiction of the courts in Antwerp.

3. Agreement For The Provision Of An Pos Terminal (Free Of Charge)

Art. 1 – company information

This are the terms for the loan of a Point of Sale Terminal of: BV MILTA VAT BE 0708.928.557.
Carnotstraat 58
2060 Antwerpen
Belgium
+32 3 440 62 43
info@milta.be

Art. 2 – definitions

Provider: the BV MILTA as mentioned in article 1 and its possible legal successors. Merchant: the company or entrepreneur receiving a loan of a Point of Sale Terminal Terminal(s): a Point of Sale Terminal(s) (hardware with software and wireless connection possibilities) for the sale of prepaid gift cards and vouchers of authorised providers to end-consumers. Agreement: the agreement for the loan of a Point of Sale Terminal between the Provider and Merchant

Art. 3 – applicability

These terms apply to all loans of terminals from the Provider. Terminals are given on loan (“in bruikleen” as defined in Article 1875 and following of the Belgian Civil Code) by the Provider to the Merchant free of charge. For the good performance of all its obligations the Merchant shall pay a guarantee in the amount of EUR 150,00. However , The provider is entitled to Provide the terminals without Guarantee charges to certain Senior Merchants or Best performing Retailers .

Art. 4 – property and use

Title to and property of the Terminals shall remain with the Provider at all times. The Merchant will only use the Terminal for the sale of prepaid gift cards and vouchers from authorised providers offered through the software on the Terminals. The Merchant will only use the Terminals at it’s seat or principal place of business as mentioned in the agreement and will not move the Terminals to any other location. There must not be any alterations done to the Terminals including the markings or any software in it without the written approval of the Provider. The Terminals shall not be opened (except from replacing paper) or repaired by any third party without the prior written consent of the Provider.

Art. 5 – liability

The Merchant will be fully liable for any loss or damage to the Terminals under any circumstances. The Merchant will pay a charge for the cost of repair to the Provider of minimum EUR 50,00 per Terminal. The Merchant will also pay a 150,00 EUR cost if a Terminal is lost or broken. Version: 20210521 Pagina 2 van 2 The Provider is responsible only for providing the Terminals to the Merchant and is not responsible for the results of any credit inquiry, the use and operation of the Terminal, the performance of the technical connection, the connection to the network or the actions or inactions of any other person, including any of any third party issuing or providing the gift cards and vouchers. The Provider does not guarantee the security of the Terminal or the transaction data and the Provider will not be responsible in the event of any infiltration of its security system. The Provider is not liable for any shortcomings of third parties involved in the performance of their services for the benefit of and on behalf of the Merchant, such as, for example, the services of the authorizes providers of the gift cards and vouchers, regardless whether these third parties charge their fees and costs to the Provider or directly to the Merchant. Even if the Provider assists in providing gift cards and vouchers from third parties to the Merchant, these third parties are always regarded as performing their services directly for the Merchant, with the Provider only acting as an intermediary. The Provider is not liable for the proper function and use of the gift cards and vouchers from third parties, including the pin codes of the cards and vouchers. The Provider shall not have any liability whatsoever to the Merchant if the Merchant is terminated by the third parties issuing or providing the gift cards and vouchers for whatever reason.

Art. 6 – term and termination

The Agreement applies for an indefinite duration. Each Party may terminate the Agreement at any time by giving 14 days’ prior written notice to the other Party. A Party may terminate forthwith the Agreement in the event that the other Party fails to fulfil any of its obligations hereunder. Upon termination of the Agreement, the Merchant shall return, at it’s sole expense, in good condition, to seat of the Provider or to any other address designated by the Provider, all of the Terminals then in its possession. If the Merchant does not return the Terminals promptly upon Termination, the Merchant shall be liable to the Provider for an amount of EUR 25,00 for each day a Terminal is not returned in time. After the return of the Terminal in good condition, the Provider will repay to the Merchant the guarantee after deduction of all amounts due by the Merchant to the Provider under the or any other agreement or for whatever other reason. The Provider will under no circumstance refund the amounts (pre-)paid or commission earned by the Merchant and any upon termination of the Agreement unused amounts or commissions will be fortified.

Art. 7 – miscellaneous provisions

Any amendments to the Agreement, as well as any additions or deletions, shall be agreed in writing by both the Parties. Version: 20210521 Pagina 2 van 2 If one or more provisions of the Agreement are found to be invalid, illegal or unenforceable, in whole or in part, the remainder of that provision and of the Agreement shall remain in full force and effect as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, in such an event, the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision, in such a way as to reflect insofar as it is possible the purpose of the invalid, illegal or unenforceable provision(s).

Art. 8 – applicable law and jurisdiction

All issues, questions and disputes concerning the Agreement as well as all tort matters and other matters of pre- and extra-contractual liability between the Parties shall be governed by and construed in accordance with Belgian law. All disputes concerning the Agreement shall be submitted to the exclusive jurisdiction of the courts in Antwerp.