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GENERAL TERMS AND CONDITIONS OF SALE


Unless otherwise stated in a written agreement, all actions, services, and agreements with or from this company are subject to these General Sales Terms and Conditions. The customer acknowledges awareness of these provisions and accepts them unconditionally when placing an order.

Art. 1 Definitions 

License: Permission to use specific software without obtaining ownership rights. Customer / Buyer / Client / Licensee: The party acting as the purchasing party under these general terms and conditions. This party includes the company or natural person and all its shareholders, directors, subsidiaries, holdings, and/or subsidiaries thereof, employees, advisors, and subcontractors. SaaS Software: Software whose hosting is managed by and owned by Solarys Energy BV or its suppliers. On-premises software: Software owned by Solarys Energy BV or its suppliers and hosted or installed on the customer's computer systems. Gateway Equipment: Any device intended to access a local data interface of another device and has no internal memory to store data from that other device. Smart Grid Controller: Any device with communication infrastructure designed to achieve more efficient switching and coordination of various devices within an energy system and is part of the hardware components. Intellectual Property: Patents, copyrights, trademark rights, design and model rights, and/or other (intellectual property) rights, including, whether or not patentable, technical and/or commercial know-how, methods, and concepts.

Art. 2 General Provisions

Our general sales terms and conditions are the only valid ones, and the customer's general terms and conditions, whether or not printed on their commercial forms, do not apply. Special conditions and those that may be mentioned in the order confirmation only modify our general sales terms and conditions on the points to which they refer. Any deviation or modification of these clauses will be invalid unless confirmed in writing or accepted by us.

Art. 3 Delivery of Goods

All goods are delivered EX Works. Any complaint regarding non-conforming deliveries must be made to us within eight days of receiving the goods.

Art. 4 Internet Connection

The proper operation of gateway equipment and smart grid controllers requires a stable internet connection in accordance with the equipment's specifications. The customer is always responsible for providing a stable and secure internet connection. Solarys Energy BV is not responsible for providing the internet connection or any associated costs.

Art. 5 Software 

Art. 13 Privacy & Data Protection

Granted licenses are non-transferable. All licenses have a minimum term of one year, commencing when the service or software associated with the license is made available to the Customer. Upon expiration of the license term, the term will be automatically renewed for one year. Solarys Energy BV may adjust the license price when renewing the term. The Customer will be notified of the price adjustment at least sixty calendar days before the expiration of the previous license, and they have up to thirty calendar days before the expiration of the previous license to terminate the license renewal.

Art. 13 Privacy & Data Protection

All intellectual property rights related to the software and software services, including but not limited to all modifications, changes, and improvements made to this software, remain the exclusive property of Solarys Energy or its partners. The Customer acknowledges that the software, including any modifications, is protected by intellectual property rights, and no ownership or license rights are granted to the Customer, except as provided in these general terms and conditions.

Art. 6 Installations

During electrical installation work, it is necessary to de-energize the portion of the installation being worked on for the entire duration of the work. Any losses resulting from the de-energization of the installation cannot be claimed against Solarys Energy BV. The customer will ensure that de-energizing the installation does not have adverse effects, such as triggering an alarm, damaging equipment, etc. The customer is responsible for (re)inspection of the electrical installation if applicable regulations require it. When Solarys Energy BV notifies the customer of defects in the electrical installation or additional work necessary to ensure safety and functionality, it is the customer's responsibility to comply with this.

Art. 7 Project Orders and Time-and-Material Work

All engineering, support, and execution work, as well as any work requested by the Customer outside the scope of the original quotation, will be performed on a time-and-material basis.

Art. 8 Delivery and Execution Time

 All deadlines start from the date of the order confirmation and after all technical and/or commercial details have been definitively agreed upon. They are never guaranteed but will be given as accurately as possible according to the indications of the factories and execution planning. Any delays cannot justify the cancellation of the order or lead to compensation. If the Customer imposes partial deliveries on certain dates, these can only be changed by giving 90 days' notice, otherwise, the Customer is obliged to accept the deliveries on the specified dates.

Art. 9 Invoicing, Complaints, and Payment

Invoices are payable within 30 days from the invoice date, unless otherwise stated on the invoice. In case of non-payment on the specified dates and without prior notice, the amount of the unpaid invoice(s) will be subject to a 15% collection fee. A protest against an invoice is valid only if it is made in writing, registered, and substantiated within eight calendar days from the invoice date. The mention of the invoice in our outgoing invoice book always constitutes irrefutable evidence of both dispatch and receipt. Complaints will only be considered within eight calendar days of receiving goods, providing information, or delivering engineering and/or software documentation. All complaints must be submitted in writing, registered, and substantiated to the contractor. Returns of delivered materials will only be accepted with prior written consent from the contractor. A complaint of any nature cannot be invoked by the debtor to delay or refuse payment. Retention of title clause: In case of non-payment on the due date, the sale is automatically dissolved in favor of the seller, who can demand the return of the goods, software, or delivered engineering works at the expense of the acquirer and assert its rights to compensation.

VAT transfer to co-contr​ac​tor In the absence of a written dispute within a period of one month after receipt of the invoice, the customer is deemed to acknowledge that he is a taxable person obliged to submit periodic returns. If that condition is not met, the customer is liable for the payment of the tax, interest and fines due with regard to that condition” (new art. 20 §3 Royal Decree no. 1)

Art. 13 Privacy & Data Protection

Art. 13 Privacy & Data Protection

Art. 13 Privacy & Data Protection

Art. 13 Privacy & Data Protection

Art. 13 Privacy & Data Protection

Art. 13 Privacy & Data Protection

Art. 13 Privacy & Data Protection

Art. 13 Privacy & Data Protection

Art. 13 Privacy & Data Protection

Art. 11 Liability

11.1 General

Solarys Energy BV can only be held liable to the Customer up to the maximum of the amount invoiced by Solarys Energy BV to the Customer as a result of the non-performance or breach of its obligations under the Agreement. Solarys Energy BV cannot be held liable to the Customer in any case for (i) indirect, consequential, and incidental damages such as, but not limited to, economic damages, loss of revenue, loss of clientele, damage to or loss of data, damage to third parties, (ii) defects that are directly or indirectly the result of an act of the Customer or a third party, whether due to negligence, error, or carelessness of the Customer, or (iii) damage due to misuse of Software or other products of Solarys Energy BV or its suppliers or due to incorrect and incompatible data provided by the Customer, or (iv) additional damage arising from the Customer's continued use of Software or other products of Solarys Energy BV after the discovery of a defect. The Customer will indemnify and hold Solarys Energy BV harmless from any liability, obligations, losses, damages, compensation, fines, penalties, actions, claims, judgments, settlements, proceedings, costs, expenses, and disbursements of any kind, including all reasonable attorneys' fees, costs, and expenses for defense, appeal, and settlement of any lawsuits, actions, or proceedings brought against Solarys Energy BV and all costs of investigation related thereto that may be imposed on or incurred by Solarys Energy BV by a third party arising from the Agreement, except as specifically covered by the limited warranties in Article 10.

11.1 Calculations, simulations and payback periods

Solarys Energy BV is not liable for the accuracy of the consumption, production and injection data supplied and, as a consequence, for the simulation(s) based on them. These simulation(s) are provided for informational purposes only with the intention of giving the customer an idea of a possible return in case of similar market and consumption conditions. Past results are in no way a guarantee of future yields. Under no circumstances can Solarys Energy be held liable for the non-realisation of simulated yields.

Art. 12 Copyright 

Drawings, technical improvements, new processes, developed software, plans, software developments, developed standards, in short, all achievements of any kind made available by Solarys Energy BV to the Customer, remain the full property of Solarys Energy BV, even if they are the subject of the order or sold project. They may not be transferred to third parties, made available for inspection, or copied without the prior written agreement between both parties. The rights of the Customer are limited to the use and adaptation for its own use of the achievements. Feedback and advice from the Customer or other parties can be used for further product development. The resulting intellectual property belongs entirely to Solarys Energy BV, and Solarys Energy BV is not obliged to pay any compensation of any kind for this.

Art. 13 Privacy & Data Protection

The Customer agrees to Solarys Energy BV's general data processing agreement. The Customer acts as the data controller in the context of this data processing agreement.

Art. 14 Independence of Provisions

In case of invalidity, nullity, or replacement by another agreement of a clause or part of a clause of the general terms and conditions, that clause will be deemed unwritten without the invalidity or nullity affecting the entire general terms and conditions or the remaining parts of that clause. The invalid or null clauses or parts of clauses will be replaced by valid clauses or parts of clauses that best approximate the intention of the parties as set forth herein.

Art. 15 Jurisdiction

In the event of a dispute, regardless of the nature and place of delivery, only the Leuven Courts shall have jurisdiction, even if it concerns accepted bills payable and/or domiciled outside the judicial district of this city. If the same disputes depend on the jurisdiction of the cantonal courts, they will fall under the jurisdiction of the Magistrate's Court in Ghent. This Agreement and General Terms and Conditions are subject exclusively and in this order to Belgian and European law.

Art. 16 GDPR 

The data controller and processor undertake to comply with the provisions of the General Data Protection Regulation (GDPR) of the European Union and all applicable national data protection laws.