GENERAL CONDITIONS OF SALE

ARTICLE 1. APPLICATION AND ARRANGEMENT

These general conditions of sale ("GCS") are systematically sent or handed over to each buyer ("Buyer") of the products marketed by Plus Energie BV ("Product") to enable him to place an order.  The GCS shall apply to all orders, unless otherwise stipulated in a written agreement accepted by Plus Energie BV. Consequently, placing an order and using the Product implies the full and unconditional acceptance by the Buyer of the GCS, the terms of which cancel all contradictory or incompatible provisions of the Buyer. Any document other than the GCS that would be given to the Buyer by a representative of Plus Energie BV and catalogues, prospectuses, advertisements, notices, has only informative and indicative value and is not contractual.

The fact that Plus Energie BV does not make use of the GCS at a certain time cannot be interpreted as a waiver of the right to make use of any of the said terms later.

If any of the provisions of the T&C are held to be invalid, illegal, or inapplicable, especially with respect to the laws of another country, the validity, legality and applicability of all other provisions shall not be affected or modified in any way.

ARTICLE 2. INTELLECTUAL PROPERTY

All technical documents (studies, plans, diagrams, etc.) given to the buyer shall remain the exclusive property of Plus Energie BV, the sole holder of the intellectual property rights to these documents.

The Buyer agrees not to disclose these documents (or the information they contain) to third parties or to use them for purposes other than those for which they were provided, without the prior written consent of Plus Energie BV.

ARTICLE 3. ORDERS

At the Buyer's request, Plus Energie BV shall prepare an offer containing a technical and commercial quotation and the scale of unit prices for the Product ("Offer"). "Order" means the Offer signed by the Buyer, accompanied by payment of the deposit provided for in the Offer and accepted by written confirmation from Plus Energie BV. An invoice shall be issued by Plus Energie BV for the payment of the deposit.

The Order constitutes the special terms and conditions that modify and/or supplement the GCS. They constitute all the contractual provisions that bind Plus Energie BV to the Buyer.

The sale shall be deemed closed on the date of acceptance by Plus Energie BV and upon receipt of the deposit. 

Plus Energie BV reserves the right, without compensation to the Buyer, to cancel all or part of the order in the event of force majeure, which may reduce, suspend or stop the production and/or transportation of the Product, or prevent the normal performance of the agreement such as: total or partial strike, material accidents at its suppliers, at the carriers, ...

Orders transmitted to Plus Energie BV are irrevocable to the Buyer. Any deposit paid shall remain vested by Plus Energie BV except refusal of Order or cancellation of Order by Plus Energie BV, except force majeure.

ARTICLE 4. INVOICING

For each Commissioning, Plus Energie BV shall provide the Buyer with an invoice prepared in accordance with the provisions of the Commercial Code.

Unless otherwise stipulated, invoices are payable net by bank transfer from the date of issue of the invoice. Only payments by bank transfer shall be accepted. Any other means of payment must be accepted in advance by Plus Energie BV. The Buyer must make a down payment of 40% of the total value of the offer to constitute the Order. The balance, i.e. 60%, will be paid upon signature before the Products are loaded at the Factory. Only the actual receipt of funds is considered full payment within the meaning of the GCS. Penalties for late payment are due automatically and without reminder on the day following the payment date indicated on the invoice.

ARTICLE 5. DELIVERY RISKS

"Delivery" means delivery of the Product ex works (ExW). The Buyer agrees to conduct its personal business, under its sole responsibility, to ensure that the installation site is ready to accommodate all components of the Product, storage, and installation, and to be in possession of all administrative authorisations necessary for the installation of the Product.

If the Buyer fails to meet these obligations, the estimated schedule may be delayed, without prejudice to any damages that may be claimed by Plus Energie BV.

The product is delivered accompanied by all technical documents necessary for its use. The Buyer undertakes to read and follow the instructions and guarantees that these instructions will be followed by its employees and/or agents.

The transfer of risk takes place on the day of delivery. From this date, the Buyer is the custodian and depositary of the product(s), except for the warranty and liability of Plus Energie BV provided in Article 9.

The total or partial seizure or destruction of the Product after Delivery in no way releases the Buyer from its obligation to pay the purchase price.

ARTICLE 6. ACCEPTANCE, COMMISSIONING

Receipt of the "Product shall be deemed to have occurred when the Product has been started up. "Start-up" means connecting the Product to the electrical cabinet. This does not include the final connection between the electrical cabinet of the Product and that of the Buyer and must be established within 48 hours. After these 48 hours, any damage to the magnetic cards in the Products is the sole responsibility of the Customer. In this case, the Buyer cannot make any intervention under the Contractual Warranty to obtain compensation for damages so caused. If the Power-up cannot be performed due to the Buyer's fault, the Power-up shall be postponed, if necessary, at the Buyer's expense, without any dispute on his part. In addition, complaints regarding the non-functioning of the Product, as applicable, must be made in writing by the Buyer within 5 business days of receipt of the Product. No reservation will be considered if it is made outside this period.

It is up to the Buyer to provide all justifications regarding the reality of the defects or malfunctions observed. Plus Energie BV reserves the right to proceed directly or indirectly with on-site observation and verification.

The Buyer may not return goods without the prior express written consent of Plus Energie BV, which may be obtained by fax or e-mail.

The return costs shall be borne by Plus Energie BV only in the event of finding an obvious defect or undisputed missing items under the full responsibility of Plus Energie BV, with the latter having chosen the carrier authorised to return the product in question.

In case of obvious defects, the Buyer can only request the replacement of the non-conforming Product and/or the supplement to be made to fill the gaps, without the latter being able to claim any compensation or cancellation of the Order.

Delivery without reservation of the ordered Product covers any visible and/or missing defect.

The complaint submitted by the Buyer under the conditions and according to the modalities described in this article does not in any way suspend the Buyer's payment for the Products in question.

Plus Energie BV will agree with the Buyer a date on which the Product will be put into operation, provided that the Buyer is aware of its obligations and regulations towards Plus Energie BV, regardless of the cause. Such Commissioning, if it does not follow the switching on of the Product, shall be invoiced in full by Plus Energie BV to the Buyer.

ARTICLE 7. RETENTION OF TITLE

Transfer of ownership of the Product upon delivery shall not become effective until receipt by Plus Energie BV of all amounts due for the sale of the Product, including but not limited to interest, incidental charges, and taxes. Any delay in payment accepted by Plus Energie BV will result in a postponement of the date of transfer of title.

By express agreement Plus Energie BV may exercise the rights it has under this retention of title, for all its claims, on all its products in Buyer's possession, the latter conventionally assumed to be unpaid, and Plus Energie BV may repossess or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel pending orders.

Consequently, the Buyer is strictly prohibited, under penalty of damages, from selling, pledging or in any way disposing of the product for the benefit of a third party, before the final payment of the amounts due has been made.

In the event of non-payment of any of the instalments or in the event of the opening of safeguard or suspension of payments or liquidation proceedings against the Buyer, the orders in progress shall be automatically cancelled and Plus Energie BV may demand all unpaid Products by registered demand. Letter acknowledging receipt, specifying the date and place where the Products must be returned at the Buyer's risk and expense.

The Buyer may release itself from its obligation to return the product by paying all amounts due on this date to Plus Energie BV within 48 hours of presentation of the registered letter.

Buyer must oppose any claims by third party creditors on the product sold and notify Plus Energie BV as soon as possible.

These provisions do not prevent the transfer of risk as provided in Article 6.

ARTICLE 8. WARRANTIES AND RESPONSIBILITY

The Product under the legal warranty for hidden defects.

Under this warranty, Plus Energie BV shall only be liable for the replacement or repair of the Product or defective parts free of charge, without entitling the Buyer to compensation for any reason whatsoever.

Our warranty applies only to Products sold by Plus Energie BV that have become the regular property of the Buyer.

It is excluded when the product has been used under unforeseen conditions of use or performance.

For the professional Buyer, the hidden defect means a defect in the manufacture of the Product that makes it unsuitable for its use and is unlikely to be discovered by the Buyer prior to its use. [...]

Plus Energie BV does not cover damage and wear and tear resulting from special modifications or assembly, abnormal or not of the Product.

Provided the product is commissioned within 48 hours of installation, Plus Energie warrants the product against defects and malfunctions for a period of two (2) years from the date of commissioning, unless otherwise agreed in writing.

The contractual warranty granted by Plus Energie BV under this article does not apply if the defect, failure, malfunction, or deterioration of the product results:

1. Abnormal maintenance conditions of the product,
2. Any use of the Product not in accordance with normal use or not in accordance with the instructions of Plus Energie BV,
3. Any attempt by the purchaser or any other person not authorised by Plus Energie BV to modify or condition the product,
4. A case of force majeure.

All other warranties, not mentioned in the General Terms and Conditions, express or implied, are hereby excluded. Plus Energie BV makes no warranty whatsoever regarding the producible.

Any information, opinions, or advice, whether oral or written, contrary to the foregoing, provided by Plus Energie BV, by its employees or agents, cannot guarantee and cannot under any circumstances limit the scope of this warranty provided by Plus Energie BV to Buyer in accordance with this section.

Buyer's remedy against Plus Energie BV under the warranty granted by Plus Energie BV below is limited to requesting replacement of the defective product or part of the product covered by this warranty.

Plus Energie BV shall in no event be liable for any direct or indirect damages, loss of profits, loss of contract, loss of opportunity or any other claim or demand by Buyer or directed by any third party against Buyer for any reason whatsoever.

ARTICLE 9. CASE OF FORCE MAJEURE

Plus Energie BV cannot be held responsible for any breach of its contractual obligations due to cases of force majeure or fortuitous events. As such are considered events beyond the control of Plus Energie BV, which it could not reasonably foresee and which it could not reasonably avoid or overcome.

Shall be assimilated to cases of force majeure or fortuitous events that relieve Plus Energie BV of its obligation to deliver the Product, put it into service and ensure its proper functioning within the times and conditions originally envisaged: strikes, production stoppages due to breakdowns, fortuitous events and/or the impossibility of supplying raw materials, bad weather and natural disasters, ...

ARTICLE 10. TERMINATION

If a Party ("Defective Party") fails to fulfil all or part of its contractual obligations, the other Party ("Non-Defaulting Party") shall have the right to terminate the Contract after a period of 15 (fifteen) days following the sending by registered letter with acknowledgment of receipt of a demand letter that has remained unsuccessful. Such termination may in no case affect the Non-Defaulting Party's right to claim damages from the Defaulting Party for the latter's failure to fulfil its contractual obligations.