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GENERAL TERMS AND CONDITIONS

  1. Company Name: Digoo IT Distribution BV
  2. Legal Form: Digoo IT Distribution BV is a Private Limited Liability Company (Besloten Vennootschap met Beperkte Aansprakelijkheid or BV in Dutch), incorporated and registered under the laws and regulations of Belgium.
  3. Registered Office: Digoo IT Distribution BV has its registered office located at John Cockerillstraat 37, 3920 Lommel, Belgium. The registered office serves as the official address for correspondence, legal matters, and statutory notifications related to the company.
  4. VAT Number: Digoo IT Distribution BV is registered for Value Added Tax (VAT) in Belgium under the VAT number BE0747.715.788.
  5. Purpose and Business Activities:
  • Digoo IT Distribution BV is primarily engaged in the distribution of information technology (IT) products and services. The company acts as a supplier and reseller of a wide range of IT products, including hardware, software, networking equipment, peripherals, and related services.
  • The company sources products from various manufacturers, wholesalers, and distributors, and sells them to customers, which may include businesses, organizations, and individual consumers.
  • In addition to distribution, Digoo IT Distribution BV may also provide value-added services, such as technical support, installation, configuration, maintenance, and training, to its customers, ensuring optimal use and performance of the IT products.
  • The company operates within the dynamic and rapidly evolving IT industry, where it identifies market demands, trends, and emerging technologies to offer innovative and reliable solutions to its customers.
  • Digoo IT Distribution BV may engage in both wholesale and retail sales, utilizing various channels such as direct sales, online platforms, partnerships, and authorized reseller programs, to reach its target markets and customers.
  • The company may establish and maintain strategic relationships, partnerships, and distribution agreements with reputable IT manufacturers, software developers, service providers, and other entities in the IT industry to expand its product portfolio and market reach.
  • Digoo IT Distribution BV continually invests in market research, product evaluation, and customer feedback to ensure its offerings align with customer needs, technological advancements, and industry standards.

Incorporation and Registration:

  • Digoo IT Distribution BV is duly incorporated and registered under Belgian law, following the requirements set forth in the Belgian Company Code (Code des Sociétés et des Associations or CSA) and other applicable regulations.
  • The company has obtained a unique identification number (company number) upon its registration, which serves as a reference for legal and administrative purposes.
  • Digoo IT Distribution BV adheres to the legal provisions and corporate governance principles stipulated in the Belgian Company Code, which governs the formation, management, and dissolution of companies in Belgium.
  • The company maintains accurate and up-to-date records of its incorporation documents, articles of association, shareholders' registers, and other relevant legal and corporate documents as required by law.

Shareholders and Share Capital:

  • The share capital of Digoo IT Distribution BV is divided into shares, representing ownership interests in the company. The company's articles of association specify the authorized share capital, types of shares, and shareholding structure.
  • The shareholders of Digoo IT Distribution BV are the owners of these shares, and their names, ownership percentages, and other relevant details are recorded in the shareholders' register, and maintained in accordance with legal requirements.
  • Shareholders enjoy certain rights and obligations, including attending general meetings, voting on important matters, participating in profit distribution, and exercising their pre-emptive rights during share issuances or transfers.
  • The company respects and protects the rights of its shareholders and ensures transparency in shareholder communications, providing timely and accurate information about the company's performance, financial results, and major decisions.
  • Any changes in share ownership, transfers, or other relevant events are recorded in the shareholders' register, and the company complies with legal requirements related to shareholder notifications, approvals, and disclosures.

Management and Corporate Governance:

  • Digoo IT Distribution BV is managed by one or more directors, who are appointed by the shareholders based on their qualifications, expertise, and experience in the IT industry and business management.
  • The directors have fiduciary duties and are responsible for the overall management, strategic decision-making, and day-to-day operations of the company, aiming to maximize shareholder value and ensure sustainable growth.
  • The board of directors oversees the company's affairs, formulates strategic plans, establishes policies, and monitors the company's performance, financial position, and compliance with legal and regulatory requirements.
  • The board may appoint executive directors, non-executive directors, or independent directors, depending on the specific needs and governance structure of the company, to bring diverse perspectives and expertise to the decision-making process.
  • The directors may establish committees, such as an audit committee, remuneration committee, or nomination committee, to support the board in fulfilling its responsibilities effectively and ensure proper checks and balances.
  • Digoo IT Distribution BV follows the principles of good corporate governance, promoting transparency, accountability, integrity, and ethical behaviour in its operations and interactions with stakeholders.
  • The company maintains a code of conduct or ethics policy that outlines the expected behaviour and standards for directors, employees, and other stakeholders, fostering a culture of professionalism, respect, and integrity.
  • The board of directors regularly reviews and assesses its own performance, governance practices, and compliance with relevant guidelines, aiming to continuously improve the company's corporate governance framework.

Financial Year and Reporting:

  • Digoo IT Distribution BV follows a fiscal year that typically starts on January 1st and ends on December 31st unless otherwise specified in the articles of association or required by specific circumstances.
  • The company prepares annual financial statements in accordance with Belgian accounting principles, generally accepted accounting standards, and applicable reporting frameworks, such as the Belgian Generally Accepted Accounting Principles (Belgian GAAP) or International Financial Reporting Standards (IFRS).
  • The financial statements, including the balance sheet, income statement, cash flow statement, and accompanying notes, present a true and fair view of the company's financial position, results of operations, and cash flows for the reporting period.
  • Digoo IT Distribution BV complies with statutory requirements related to financial reporting, auditing, and publication of financial statements, ensuring transparency and accountability to stakeholders and regulatory authorities, such as the National Bank of Belgium and the Belgian Ministry of Finance.
  • The company engages qualified and independent auditors to perform annual audits of its financial statements, providing an additional level of assurance regarding the accuracy, reliability, and compliance of the financial information.
  • The audited financial statements are presented to the shareholders during the annual general meeting, providing an opportunity for the shareholders to review and approve the financial results and performance of the company.
  • In addition to annual financial statements, Digoo IT Distribution BV may also prepare interim financial statements, management reports, and other financial information as necessary for internal management, decision-making, and compliance purposes.
  • The company maintains proper financial records, documentation, and internal controls to support its financial reporting obligations, comply with tax regulations, and facilitate effective financial management and risk assessment.

Compliance and Legal Obligations:

  • Digoo IT Distribution BV operates in full compliance with all applicable laws, regulations, and licensing requirements in Belgium. The company proactively identifies and understands the legal and regulatory framework relevant to its operations and ensures adherence to these requirements.
  • The company complies with competition laws, intellectual property laws, consumer protection laws, and any other legal obligations that are pertinent to its activities, product distribution, marketing efforts, contractual relationships, and data privacy.
  • Digoo IT Distribution BV maintains appropriate records, documentation, and internal controls to support compliance efforts and demonstrate accountability to regulatory authorities and other stakeholders.
  • The company has implemented data protection policies and practices in accordance with the General Data Protection Regulation (GDPR) and other relevant data protection laws to safeguard the privacy and security of personal data collected, processed, or stored during its operations.
  • Digoo IT Distribution BV periodically reviews and updates its policies, procedures, and practices to ensure ongoing compliance with evolving legal and regulatory requirements, industry best practices, and emerging standards.

Dispute Resolution and Jurisdiction:

  • In the event of any disputes arising between Digoo IT Distribution BV and its stakeholders, the company seeks to resolve them through amicable negotiation and dialogue, with a focus on preserving business relationships and finding mutually acceptable solutions.
  • If a resolution cannot be reached through negotiation, the parties involved may consider alternative dispute resolution methods, such as mediation or arbitration, as outlined in the applicable Belgian laws and regulations.
  • Belgian courts have jurisdiction over any legal proceedings concerning Digoo IT Distribution BV, and the company acknowledges and respects the authority of the Belgian legal system, abiding by the decisions and judgments rendered by the competent courts.
  • The company may engage legal counsel or seek expert advice to ensure proper interpretation and application of the law and to protect its rights and interests in legal proceedings or disputes.

Governing Law:

  • All matters related to Digoo IT Distribution BV, including its formation, operation, contractual relationships, and disputes, are governed by Belgian law.
  • The company adheres to the legal framework, statutes, regulations, and guidelines applicable to its activities in Belgium, including the Belgian Company Code, tax laws, commercial laws, and other relevant legislation.
  • Digoo IT Distribution BV stays informed about any changes or updates to the legal and regulatory landscape that may impact its operations, ensuring ongoing compliance and adaptation to legal requirements.
  • The company may seek legal advice from qualified professionals to ensure its compliance with the law, understand its rights and obligations, and navigate legal complexities effectively.