Terms and conditions of sale

General terms and conditions of sale and delivery

1. Seller information

Company name: Vectura SRL

VAT number: BE 0765.237.948

Head office: Rue de l’Expansion 21, 4400 Flémalle

Telephone number: +32 (0) 4 243 12 54

E-mail: info@vectura.be

2. Definitions

Buyer:

  • any natural person who is acting for purposes outside his or her commercial, corporate, craft or professional activities and who buys or may buy products or services (B2C);
  • any individual or legal entity acting for purposes relating to their commercial, corporate, craft or professional activities, and who buys or will potentially buy products or services (B2B).

Contract: The contract is concluded at a distance or at the seller’s registered office between the seller and
the buyer for the purchase of products and/or services. The contract is governed by the present
terms and conditions.

Offer: The products and services offered by the seller, usually in the form of a quotation.

Products: All products available for purchase from the seller.

Services: All services available for purchase from the seller.Website: The “www.vectura.be” website

Seller: The limited liability company Vectura, with registered office at rue de l’Expansion 21, 4400 Flémalle, VAT number BE 0765.237.948.

3. General

3.1 Unless otherwise agreed in writing between the parties, all offers, sales, deliveries and commitments of the Seller are governed solely by the terms and conditions contained herein.

The buyer expressly declares that placing an order implies full acceptance of these terms and conditions, and waives the right to invoke its own terms and conditions.

In the event of any contradiction between these general terms and conditions and any special terms and conditions expressly agreed between the parties, the provisions of the separate written agreement shall prevail.

3.2 By placing an order, the buyer accepts that his name and the photos taken by the seller on the installation site (terminals, work, construction site, final result) may be used for marketing purposes by the seller, by means of publications on his website, in brochures, in the press, and other promotional means.

4. Sales contract

4.1 The contractual relationship between the seller and the purchaser is governed by a sales contract, formed upon acceptance by the purchaser of the seller’s offer in the form of a quotation.

This contract contains any applicable technical and administrative specifications and requirements, regulations, standards and technical notices. This contract also includes the specification of the precise products and services ordered by the purchaser.

4.2 The seller offers a wide range of products and services, the description of which appears in any individual quotation sent to the buyer:

  • the sale of charging stations for electric cars and/or plug-in hybrids;
  • installation of photovoltaic panels;
  • storage battery installation ;
  • installation of electrical equipment for network connections, such as meters, high-voltage cabinets, etc;
  • roofing work via its subcontractors;
  • earthworks and cabling (making a trench in the subsoil, installing the right type of cable, connecting the cable to the electrical network and installing a transformer and/or electrical cabinet with the necessary fuses);
  • inspection of the system by an approved body;
  • connecting the charging station to the power cable;
  • finishing the final surface or coating;
  • signing an annual or monthly maintenance contract;
  • others.

4.3 No product or service is ever included in the price of the quotation in the absence of a separate mention. Depending on the type of product or service proposed in the quotation, prices will be set according to either :

  • the seller’s current fixed prices;
  • the price set by the seller after an on-site visit;
  • the fixed price set by the seller after an on-site visit;
  • the price set by an approved body for the inspection delegated to it.

5. Maintenance contract

5.1 In the case of a contract for the sale of a charging station, the seller also offers an annual or monthly maintenance contract, involving inspection of the charging station with fault detection and on-site diagnosis at a fixed price (excluding travel costs and/or costs of staying abroad).

5.2 As with the sales contract, which may include the agreement on the maintenance contract referred to in this article, the maintenance contract is formed as soon as the buyer accepts the seller’s offer in the form of a quotation.

5.3 The maintenance contract does not include the materials and consumables required for on-site maintenance. These will be invoiced separately according to the pricing methods mentioned in article 4.3.
Consequently, all maintenance and repair work will only be carried out after prior approval by the purchaser of the seller’s quotation.

5.4 All prices and charges relating to the maintenance contract are revised annually on January 1st according to the following formula: P 1 = P 0 * (0.2 + 0.8 * (S1/S0)) where :

  • P 1 = revised price [year +1].
  • P 0 = the expected initial price [current year].
  • S 1 = the “Agoria Digital” index for January of the year preceding the revision [current year].
  • S 0 = latest “Agoria Digital” index for the month of January published on the Effective Date [year N-1].
  • New price = Old price * [0.2 + 0.8 (new Agoria index / Agoria base index)

5.5 The purchaser is responsible for the power supply to the charging station and for concluding all necessary contracts with the grid operator and electricity supplier.

5.6 All necessary repairs to the charging station arising from direct or indirect damage, such as (but not limited to) vandalism, accident, etc. caused by any reason or improper use of the charging station are not covered by the maintenance contract, annual or monthly, and are carried out according to the pricing methods mentioned in article 4.3.

6. Delivery

6.1 Delivery charges, if any, are payable by the purchaser.

6.2 In the case of a B2C relationship, if the seller is unable to deliver or provide the products and/or services within the aforementioned period, it undertakes to inform the buyer in writing. In this case, the seller will inform the buyer of a new, reasonable delivery deadline. Should the seller fail to meet this new deadline, the buyer has the right to cancel the order.

The buyer is therefore not entitled to refuse the goods or to cancel the contract in any other context.

Delays in the execution or delivery of products and/or services can never give rise to compensation, nor can the buyer claim damages.

6.3 In the case of B2B relationships, delivery times are provided for information purposes only and are therefore not binding unless the parties expressly agree otherwise.

Delays in the execution or delivery of products and/or services can never give rise to compensation or termination of the contract. The buyer is therefore not entitled to refuse the goods or claim damages.

7. Transfer of risk and retention of title

7.1 In the case of a B2C relationship, risk is transferred to the purchaser from the moment when the purchaser, or a third party designated by the purchaser who is not the carrier, takes physical possession of the goods.

7.2 In the case of a B2B relationship, risk is transferred to the buyer from the moment the products leave the seller’s warehouse, and all deliveries are made at the buyer’s risk, who must insure against any damage.

7.3 The seller retains ownership of the products sold until full payment has been received in principal, costs and interest for all products and services ordered by the buyer.

In the event of resale by the buyer, the seller therefore retains the right to claim the products or prices of the products and/or services then held by the sub-purchaser.

This reservation of title applies, inter alia, in the event of bankruptcy, reorganization and other cases of competition on the part of the purchaser.

8. Awards

8.1 The prices of products and services are those agreed at the time of transmission and acceptance of the quotation between the parties.
Prices are always expressed in euros (EUR), exclusive of Belgian or foreign taxes (including, but not limited to, VAT).

8.2 All product prices are exclusive of delivery charges. Delivery costs will be indicated to the purchaser on request. Delivery costs will depend on where the products are to be delivered.

8.3 Invoices are payable in two instalments as follows:

  • 40% of the total amount of the order, payable upon confirmation of the order by the seller, payment of which is a condition for the order to begin;
  • balance of the total amount of the order, due upon completion of delivery or work, and payable within 8 days, beginning on the day following the day of delivery or of the seller’s last intervention on the installation site.

8.4 Failure to pay an invoice by the due date renders all sums due immediately payable, irrespective of any payment facilities previously granted. This also applies in the event of suspension of payment, liquidation, judicial reorganization, bankruptcy or involvement in any insolvency proceedings. All collection and other costs are to be borne by the purchaser.

9. Late payment

9.1 In the case of invoices issued as part of a B2C relationship, any delay in payment shall entitle the seller to :

  • interest on arrears, calculated from the day following dispatch of the formal notice and equivalent to the highest interest rate permitted by law:
    • interest at the key rate plus 8%, as referred to in article 5, paragraph 2, of the law of August 2, 2002 concerning the fight against late payment in commercial transactions; or
    • interest at the legal rate in civil matters;
  • a lump-sum payment not exceeding :
    • 20 euros if the outstanding amount is less than or equal to 150 euros ;
    • 30 euros plus 10% of the amount due on the portion between 150.01 and 500 euros if the remaining amount due is between 150.01 and 500 euros;
    • 65 euros plus 5% of the amount due on the portion exceeding 500 euros, up to a maximum of 2,000 euros if the outstanding amount exceeds 500 euros.

This is without prejudice to any other damages, reimbursement of legal costs and interest
that may be claimed by the seller.

9.2 In the case of an invoice issued in the context of a B2B relationship, and unless otherwise agreed by the parties, any payment in remuneration of a commercial transaction must be made within 30 days of the invoice date.

Any delay in payment shall entitle the seller to :

  • interest on arrears, due automatically and without notice of default and equivalent to the highest interest rate allowed by law:
    • the rate in force under the Business to Business Late Payment Act 2002; or
    • a contractual rate of 12% of the principal amount due ;
  • a penalty clause payable on the total amount of the invoice, equivalent to 10% of the principal amount due, the general legal interest rate being applicable, with a minimum of 75 EUR, even if a payment extension has been granted by the seller.
    This is without prejudice to any other damages, reimbursement of legal costs and interest that may be claimed by the seller.

10. Claims and returns

10.1 In the event of a complaint by the purchaser concerning a defective product, the purchaser may contact the seller at the following e-mail address: info@vectura.be.

Any complaint, to be admissible, must be brought to the attention of the seller in writing, stating the reasons, within 48 hours of receipt of the products at the latest. Failing this, the products are deemed to have been accepted as is.

No product may be returned without the prior written authorization of the seller. Such authorization does not imply any recognition by the seller that the returned products are defective or non-conforming.

10.2 In order to be accepted, all returns must be notified to the seller in writing, stating the reasons, no later than 48 hours after receipt of the products. Failing this, the products will be deemed to have been accepted as is.

No product may be returned without the prior written authorization of the seller.

Orders and deliveries out of stock are not taken back.

Only products in perfect working order and in their original packaging will be credited. Shipping costs are the responsibility of the purchaser. Product returns will be credited at the selling price paid by the purchaser, less 20% for inspection and restocking.

11. Warranty

11.1 In the event of a manufacturing defect in the products, the seller’s liability is limited to the simple replacement, within a reasonable period of time, of the defective parts, as well as the transport costs associated with this replacement, limited to the territories of Belgium and the Grand Duchy of Luxembourg.

No refund, indemnity or damages may be claimed from the seller.

The costs of replacement, assembly and packaging are borne exclusively by the purchaser.

11.2 The seller does not give any warranty for hidden defects of which he is not or has not
been aware.

11.3 The seller is not responsible for problems resulting from inappropriate and/or improper use of the product, problems resulting from force majeure and the act or wilful misconduct of any person, including the buyer or his agents.

11.4 In the case of B2C relationships only, the purchaser is entitled to a legal warranty of two (2) years. The legal warranty covers any defect or lack of conformity in the products which becomes apparent within two (2) years from the date of delivery of the products.

The purchaser must inform the seller via the following e-mail address: info@vectura.be of the defective products as soon as possible and in any case within two (2) months of the defect being discovered or could reasonably have been discovered by the seller.

If a defect appears during the two (2) year legal warranty period, the seller, at its sole discretion, will send a new product or repair it and will bear all costs related to the exchange/repair of the products.

The product can only be replaced and delivered if it is still available/in stock with the seller’s suppliers. If repair and replacement are not possible or cannot be carried out within a reasonable time or without serious inconvenience to the B2C purchaser, the latter is entitled to rescission of the sales contract or an appropriate reduction in the purchase price. The sanction of rescission is subject to the additional condition that this
sanction cannot be claimed if the lack of conformity is minor.

12. Responsibilities

12.1 Without prejudice to mandatory legal provisions to the contrary, the seller declines all contractual or legal liability for damages of any nature whatsoever resulting from defects or imperfections in the products and/or services supplied by the seller or from any failure on the part of the seller, except in the case of wilful misconduct or
fraud.

No action for damages or warranty claims may be brought
against the seller, except on the basis of the aforementioned exceptions.

12.2 In no event shall the seller be liable for any damages whatsoever, direct or indirect, including but not limited to commercial damages, lost profits, economic or production losses, caused to the buyer or to third parties.

The purchaser expressly waives all recourse against the seller or its insurers and guarantees the waiver of all recourse, in the same terms, by its insurers or third parties in a contractual relationship with it.

13. Subcontractors

13.1 In connection with any contract entered into under these terms and conditions, the Seller may use subcontractors but shall remain the sole and exclusive contact for the Buyer in respect of the subject matter and performance of the contract.

13.2 The Buyer shall have no recourse or claim against the Seller’s subcontractors.

In this respect, any claim by the purchaser may be addressed directly and exclusively to Vectura .

14. Force majeure and unforeseen circumstances

14.1 The Seller shall not be liable for any failure to perform, delay in performance of any of its obligations under the contract or any damage resulting therefrom to the extent that such failure and/or damage of any kind is attributable to force majeure.
In the event of force majeure:
a) the seller will inform the buyer, using the contact details provided when the order was placed; and
b) the seller’s obligations under the contract will be suspended and the period for performance of the obligations will be extended by the duration of the force majeure. If the case of force majeure affects the delivery of the Products, the Seller will agree a new delivery date with the Buyer after the end of the case of force majeure.

14.2 In the event of a fundamental change in the circumstances and/or conditions of the contract, which is not attributable to the party concerned and which would place an unfair burden on that party’s contractual obligations, the parties undertake to renegotiate the conditions of the contract in order to arrive together at an equitable solution for the continuation of the contract, with a view
to restoring a balance similar to that which existed when the contract was concluded.

If one party fails to respond positively to the other party’s request for renegotiation within one month of the request being sent by registered letter, the party initiating the request is entitled to bring the matter before the competent court.

The seller shall not be liable for failure to perform its obligations or for any damage resulting therefrom insofar as such failure and/or damage of any kind is attributable to causes beyond the seller’s control.

15. Suspension and termination of the contract

15.1 If the purchaser fails to comply with the obligations stipulated in these general terms and conditions or in any other contract concluded with the seller in connection with these general terms and conditions, all of the seller’s obligations are automatically suspended until such time as the purchaser has complied with his own.

Furthermore, should the purchaser fail to perform his obligation within eight (8) days of a formal notice sent by registered letter, the seller has the right to terminate the contract, without prejudice to his right to claim (extra)contractual compensation.

15.2 In the event of a significant deterioration in the buyer’s financial situation, the seller reserves the right, even after partial fulfilment of an order, to demand reasonable guarantees from the buyer with a view to the proper fulfilment of the commitments entered into.

Should the buyer refuse to do so, the seller is entitled to cancel the contract in whole or in part, without prior notice.

15.3 The seller also reserves the right to terminate the contract, without prior notice, in the event of bankruptcy or any change in the legal status or cessation of business of the buyer.

15.4 The seller reserves the right to terminate the contract without prior notice in the event of force majeure, strike, lock-out, war or government measures.

16. B2C amicable collection procedure

16.1 For the collection of B2C receivables, as referred to in article 9.1, the amounts that can be claimed in the context of amicable collection in addition to the principal amount due, i.e. contractual default interest and contractual lump-sum compensation, are limited. Consequently, these can only be claimed after a first reminder has been sent, if this remains without effect.

In the event of non-payment by the B2C buyer, the seller must send an initial reminder without surcharge. This reminder must contain at least the following information:

  • the amount outstanding and the amount of the indemnity clause (limited in accordance with article 9.1) which will be claimed in the event of non-payment within 14 calendar days;
  • buyer’s name and company number ;
  • a description of the product or service giving rise to the debt and the date on which it is due;
  • the 14-day period, starting on the 3rd day after the reminder is sent, within which the claim must be paid before any costs, interest or compensation are claimed.

16.2 After the expiry of this 14-day period, the seller will send the debtor a notice of default stating the default interest and the contractually agreed lump-sum compensation, as defined in article 9.1.

17. Opinions and comments

Upon invitation by the seller, the buyer will be invited to express his opinion by means of a “review” (Google or other medium). The buyer hereby undertakes not to divulge false information or unfounded negative opinions.

18. Data protection and confidentiality

18.1 The seller informs the buyer that his data is stored for the purpose of managing the customer relationship on a contractual basis. Personal data will be stored for a maximum of 10 (ten) years after the end of the contractual relationship.

18.2 The seller may share certain personal data with other recipients. These may include:

  • subcontractors who provide certain services in relation to personal data under the terms of a subcontracting agreement and for the sole purpose of providing technical assistance to the purchaser;
  • competent authorities to whom the seller may be legally obliged to disclose information in the context of legal proceedings or to detect technical and/or security problems.

18.3 In accordance with current legislation, the seller provides an adequate level of protection for personal data. These measures include technical and organizational measures required to protect personal data against accidental or unauthorized destruction or accidental loss, as well as against modification, access and any other unauthorized processing of personal data. A generic description is available on request.

18.4 With regard to the processing of personal data, the purchaser has the right, under the legal conditions provided for:

  • to object, free of charge, to the processing of personal data
    for direct marketing purposes;
  • to access and rectify personal data;
  • to be forgotten and to have his or her data deleted;
  • to withdraw consent to the processing of personal data at any time;
  • to data portability and to receive a copy of the data processed concerning him;
  • lodge a complaint with the Data Protection Authority, the supervisory authority in Belgium;
  • to be informed, in the event of automated decision-making, of the logic underlying the system as well as the significance and anticipated consequences of this processing for the data subject.

18.5 Any request relating to personal data may be sent by e-mail to the following address: info@vectura.be

19. Applicable law and competent courts

These general terms and conditions and any contract concluded under these general terms and conditions are governed by Belgian law.
In the event of a dispute, the courts of Liège shall have sole jurisdiction.

20. Miscellaneous

20.1 The Seller may amend these terms and conditions from time to time. The terms and conditions in force at the time the Products and Services are ordered shall apply to the Contract between the Buyer and the Seller.

20.2 The invalidity of any provision or part of a provision under these General Terms and Conditions or any contract between the Buyer and the Seller shall in no way affect the validity of the remaining part of the provision or other provisions and clauses.