General terms and conditions

Article 1 – General

1.1 These general terms and conditions (hereinafter referred to as “General Terms and Conditions”) apply to all legal relationships between the BV Solar-Parts, with its registered office in Eernegem, Oostendesteenweg 149, registered in the Crossroads Bank for Enterprises under number BE0774 717 323 (hereinafter referred to as “Solar-Parts”) and professionals with residence or registered office in and outside Belgium (hereinafter referred to as “customer”).

1.2 Solar-Parts reserves the right to change the General Terms and Conditions at any time on its own initiative.

1.3 The General Terms and Conditions can always be consulted on the website (www. Solar-Parts.be), the order form and the invoices.

1.4 If it is deemed that a provision of the General Terms and Conditions is wholly or partially invalid, void or unenforceable, this shall not affect the other clauses and provisions of the General Terms and Conditions.

1.5 Solar-Parts’ failure to invoke a provision provided for in the General Terms and Conditions cannot be interpreted as a renunciation towards the future.

1.6 Upon formation of an agreement between Solar-Parts and the client, the client expressly declares that it waives its general terms and conditions and accepts the exclusive application of Solar-Parts’ General Terms and Conditions to the legal relationship between the parties.

Article 2 – Quotations, orders and formation of the agreement

2.1 Quotations are purely indicative and in no way bind Solar-Parts with regard to the client.

2.2 Orders are made via an order form or online.

2.3 The agreement between Solar-Parts and the client is established at the moment the order form is signed by the client. Notwithstanding the above, the contract between Solar-Parts and the client for online orders is concluded only after Solar-Parts has received the amount stated on the pro forma invoice.

2.4 The prices mentioned in the order form or pro forma invoice may at all times be subject to changes as a result of price increases that have occurred independently of Solar-Parts’ will. The aforementioned price increases include, but are not limited to, increases in material and transport costs, increased wage costs, social security charges and taxes.

2.5 All taxes, duties, costs and other charges shall always be borne by the client.

Article 3 – Invoicing, payment and dissolution of the agreement

3.1 Invoices arising from the signing of an order form for Solar-Parts products should be paid within 30 days of the invoice date or as stated on the order form or invoice. Invoices arising from the signing of an order form for Solar-Parts’ products should be paid within 10 days of the invoice date.

3.2 Pro forma invoices arising from an online order should always be paid within 10 days of the pro forma invoice date.

3.3 Solar-Parts is always entitled to deviate from articles 3.1 and 3.2 and to impose different invoicing and payment conditions.

3.4 Invoices provided for in article 3.1, failure to pay on the due date shall give rise ipso jure to the client being liable to pay a conventional late payment interest of 12.00% on an annual basis, as well as to be liable to pay liquidated damages of 15.00% of the invoice amount, with a minimum of EUR 150.00.

3.5 Non-payment by the due date specified in article 3.2 shall give rise to Solar-Parts sending a notice of default to the customer with a view to the customer fulfilling its obligations within eight days of the date of notice of default. Non-fulfilment by the client of its commitments vis-à-vis Solar-Parts within eight days of notice of default shall be interpreted as unilateral termination by the client of the agreement concluded with Solar-Parts. The aforementioned unilateral breach gives rise to the client being liable for fixed damages of 30.00% of the invoice amount, with a minimum of EUR 150.00, without prejudice to Solar-Parts’ right to claim higher damages in line with the damage actually suffered.

3.6 Protests against Solar-Parts’ invoicing and proforma invoicing must, on penalty of cancellation, be addressed to Solar-Parts’ registered office by registered letter within eight days of the invoice date. The protest must always be duly substantiated. Upon expiry of the aforementioned period, the invoicing shall be deemed to be in accordance with the client’s expectations in this regard.

Article 4 – Delivery, transfer of risk and ownership

4.1 Stated delivery times are always indicative and in no way bind Solar-Parts vis-à-vis the client. Solar-Parts shall in no event be liable for any failure to meet the stated delivery period. Under no circumstances shall Solar-Parts be liable for any delay in the stated delivery period.

4.2 Ownership of the goods is transferred to the client only at the moment of full payment by the client of the price of the ordered goods, including, where applicable, costs, interest and damages.

4.3 The risk associated with the goods ordered is transferred to the client when the order form is signed or when Solar-Parts receives the amount stated in the pro forma invoice. Transport of the ordered goods is always at the client’s risk (even in the case of carriage-paid delivery) and expense.

Article 5 – Force majeure

5.1 Solar-Parts cannot be held liable for non-fulfilment of its obligations if this non-fulfilment is due to abnormal and unforeseen circumstances which have arisen independently of Solar-Parts’ will and the consequences of which could not be avoided despite the taking of all possible precautions.

5.2 In the event of force majeure, Solar-Parts’ contractual obligations shall be suspended. If the period of force majeure assumes a duration of more than 1 month, and Solar-Parts finds itself unable to fulfil its contractual obligations as a result, Solar-Parts shall be authorised to terminate the agreement between the parties with immediate effect and free of charge, without there being any obligation to pay damages or any other form of compensation in this case. If payment is made in full or in part, the remaining balance will be refunded by Solar-Parts within 30 days of the date of termination.

Article 6 – Liability and warranty

6.1 Complaints regarding the conformity and visible defects of the goods delivered by Solar-Parts should, on pain of lapsing, be sent by registered post to Solar-Parts’ registered office within two working days following the date of delivery. The complaint should always be duly substantiated. On expiry of the aforementioned period, the delivered goods shall be deemed to have been accepted by the client and shall be considered to be in conformity with what Solar-Parts has undertaken to do and with the client’s expectations in this respect.

6.2 Solar-Parts grants the client no warranty whatsoever on the goods delivered, with the exception of the manufacturer’s warranty, the terms of which are specified in the warranty document supplied together with the goods. The aforementioned manufacturer’s warranty does not grant the customer any right or title to hold Solar-Parts liable or to claim damages or compensation from Solar-Parts on account of the delivery of a faulty or defective good. Solar-Parts engages itself purely as a vendor standing between the manufacturer and the client with a view to the client invoking the factory warranty vis-à-vis the manufacturer.

Article 7 – Applicable law and competent courts

Belgian law applies exclusively to these General Terms and Conditions and to the legal relationship between Solar-Parts and its customers. In the event of disputes, the Courts and Tribunals of the Bruges-Ostend judicial district have exclusive jurisdiction.