Version 11 November 2024

GENERAL TERMS AND CONDITIONS OF CENENERGY

GOVERNING THE SALE, RENTAL, OPERATIONAL LEASING, CAAS

AND OTHER SERVICES

Article 1. Scope and definitions

1. These General Terms and Conditions apply to every sale and rental by CENENERGY of Charging Stations, Materials and Services, and to all deliveries and all agreements concluded with CENENERGY in that respect. These terms and conditions also apply to all occasional assignments and services relating to Materials and Services.

2. For the purposes of the General Terms and Conditions, the following terms are defined as follows:

“General Terms and Conditions” means these General Terms and Conditions of CENENERGY governing the sale, rental, operational leasing, CAAS and other services; 

“CAAS” means Charging-As-A-Service, the Service consisting of making Charging Stations available to the Customer and delivering and providing the associated charging services as described in the Agreement between CENENERGY and the Customer; 

“Service” / “Services” means all services performed by CENENERGY or an appointee of CENENERGY for the Customer, including, but not limited to: rental, operational leasing, CAAS and the services referred to in Article 7 of these General Terms and Conditions of CENENERGY; 

“DLB / Dynamic Load Balancing” means the technique whereby, by means of a dynamic load controller, the power of certain electrical devices is adjusted and distributed by restoring the energy balance according to the total maximum available current in a building or home and the current requested by various devices, in order to avoid peak currents and overload. 

“IPR” means patent rights, copyrights, trademark rights, design rights and/or other intellectual and industrial property rights, including patentable or non-patentable technical and/or commercial know-how, methods and concepts, registered or unregistered trade names and rights in domain names, including pending applications for, and the right to apply for, registration, current, future and conditional, including renewals and extensions; 

“Charging Station”: an electric charging infrastructure with which an electric vehicle can be charged by power that can be switched on and off by the user through a personal identification and security system. 

“CENENERGY” means CENENERGY NV, a public limited company under Belgian law with company number 0665.564.807, or its legal successor; 

“Customer” means the purchaser or recipient of Materials and/or Services from CENENERGY; 

“Material / Materials” means the hardware, or parts thereof, sold and/or rented and/or installed by or on behalf of CENENERGY, including, but not limited to, the Charging Stations and all material required for connecting and commissioning the Charging Stations;

“Agreement” / “Agreements” means the written agreements between CENENERGY and the Customer regarding the purchase and/or sale and/or rental and/or operational leasing and/or CAAS and/or other services;

“Force Majeure” means an event or circumstance beyond the control of a Party, occurring without fault or negligence of that Party and which that Party could not reasonably have prevented, resulting in the affected Party being temporarily or permanently prevented from performing the Agreement or part thereof. Force Majeure includes: riots, civil war or war, invasion, hostilities, fire, earthquakes, floods, other physical natural disasters, excluding adverse weather conditions, acts of terrorism, pandemics, epidemics, government measures, power failures, regional shortage of essential components from suppliers known to CENENERGY, regional significant price increases of essential components from suppliers known to CENENERGY, mobile network failures, general strikes or labour disputes affecting an essential part of the services, protests affecting the normal production and/or supply of products and components; 

3. The Customer acknowledges that it has received a copy of the General Terms and Conditions, that they are enforceable against it, and irrevocably accepts their application to the exclusion of all others.

4. These General Terms and Conditions apply in full to every offer by CENENERGY, every Agreement with CENENERGY, every delivery of Materials and/or provision of Services by CENENERGY, every invoice issued by CENENERGY and, in general, every transaction of CENENERGY, unless otherwise agreed in writing with CENENERGY.

5. Any deviation from the General Terms and Conditions shall only be enforceable against CENENERGY in the event of CENENERGY’s express prior written consent in this respect.

6. The application of any terms and conditions issued by the Customer is excluded, unless with CENENERGY’s specific prior written consent.

Article 2. Orders

1. An offer issued by CENENERGY is provided for information purposes only, may always be subject to change, does not constitute a unilateral offer and does not bind CENENERGY. Any prices stated on CENENERGY’s website do not have the value of a unilateral offer and may always be withdrawn or changed without prior notice.
2. The Customer’s acceptance of an offer from CENENERGY constitutes a unilateral offer by the Customer to CENENERGY. CENENERGY is only bound after written acceptance of a Customer’s order by its representative, it being understood that an invoice issued by CENENERGY or the mere performance of the Service and/or delivery of the Product shall always constitute acceptance. Sales representatives of CENENERGY are not authorised to accept an order nor, in general, to bind CENENERGY.
3. CENENERGY is entitled to refuse a Customer’s order in whole or in part, even if it is based on an offer issued by CENENERGY. If CENENERGY accepts an order only in part, CENENERGY must notify the Customer thereof by registered letter, and the Customer shall be deemed to agree, unless CENENERGY receives a registered letter revoking the entire order within 7 working days after the Customer’s receipt of the aforementioned notification.
4. Orders placed by the Customer are irrevocable.
5. An order is accepted under the express resolutory condition of the normal availability of the relevant Materials on the Belgian market. The Customer shall not be entitled to any compensation in the event of such termination.
6. The Customer is deemed to have verified that the Materials and/or Services it orders correspond to the Customer’s needs and intended use of the Materials and/or Services. Photos, drawings, illustrations, technical characteristics and the like are provided for information purposes only and are approximate indications.
7. By placing an order with CENENERGY, the Customer acknowledges that it has been fully informed of the characteristics of the Product and/or Service, that it has sufficient knowledge to use it and that it requires no further information. CENENERGY is not deemed to have knowledge of, or to have taken into account, the specific application that the Customer will make of the Materials and/or Services or the purposes for which the Customer uses the Materials and/or Services, and cannot under any circumstances be held liable in this respect.

Article 3. Delivery

1. Specified delivery periods are purely indicative and do not constitute an obligation of result on the part of CENENERGY.
2. The Customer’s receipt of the Materials and/or Services in itself constitutes acceptance of the actual delivery period, even in the event of delivery after the indicative delivery period, and does not entitle the Customer to any compensation. If the indicative delivery period is exceeded by more than 40%, the Customer may put CENENERGY in default by registered letter to carry out the delivery. If delivery does not take place within 20 working days after receipt of the notice of default, the Customer may terminate the Agreement without any right to compensation.
3. Unless otherwise agreed, delivery of the Product takes place: (i) in the case of delivery by CENENERGY or by a third party appointed by it, as soon as the Product is located within the Customer’s buildings or on the Customer’s premises, regardless of whether it has been unloaded; (ii) in the case of collection by the Customer, from the notification to the Customer that the Product is available to it in CENENERGY’s warehouses; and (iii) in the case of dispatch by CENENERGY, at the time of dispatch. FCA – Free Carrier – Incoterms 2020.
4. If CENENERGY, due to any cause beyond its control or due to Force Majeure, is unable to perform an accepted order or service, or to do so within the specified delivery period, CENENERGY may, by simple notification, extend the delivery period, suspend performance or terminate the Agreement without owing any compensation whatsoever.
5. Unless expressly agreed otherwise, the delivery of several Materials and/or Services shall be regarded as separate deliveries or installations, even if they appear on the same order form. Any technical problems relating to, defects in, or non-delivery of a Product and/or Service shall not affect the Customer’s payment obligation or any other obligation regarding the other Materials and/or Services.

Article 4. Prices

1. The prices and rates are those applicable at the time the Agreement is concluded, of which the Customer acknowledges having taken note and which the Customer accepts. For additional orders, the prices and rates applicable at the time of placing the additional order shall apply. The prices and rates remain due regardless of the use of the Product / Service.
2. All prices and rates are net, ex warehouse, including normal packaging, excluding any shipping costs and special packaging for shipment, excluding any direct or indirect, current or future tax, VAT, levy, duty, rights, cost, fine payable by the Customer, or otherwise, which the Customer irrevocably and specifically declares to assume and for which it shall indemnify CENENERGY where applicable.
3. CENENERGY has the right to annually revise the prices for future products and services based on the following formula: p = P[a x (M/M°) + b x (S/S°) + c], where “p” stands for the new revised price, “P” for the originally agreed price, “S” for the Agoria Digital PC 200 reference labour cost at the time of revision, “S°” for the Agoria Digital PC 200 reference labour cost at the time of signing this Agreement, “M” for the Agoria Copper Wire Index market price at the time of revision and “M°” for the Agoria Copper Wire Index market price at the time of signing this Agreement, “a” being 0.4, “b” being 0.4 and “c” being 0.2.
4. CENENERGY always has the right to adjust the prices for future products and services for which no Agreement has yet been concluded with the Customer, depending on the availability and/or price changes of certain essential components of these products or services.

Article 5. Payments and payment terms

1. Unless otherwise provided, all invoices of CENENERGY are payable within 30 days after the invoice date, without discount, all duties and costs being borne by the Customer, payable to one of CENENERGY’s bank accounts stated on the invoice.
2. An invoice must be disputed by registered letter within 8 working days after receipt of the invoice. In the absence of a timely dispute, the invoice shall be deemed definitively accepted.
3. Any payment received by CENENERGY shall first be allocated to overdue interest and damages, then to the principal amount of the oldest overdue invoice.
4. Payment of invoices is an essential obligation of the Customer. In the absence of timely payment on the due date of an invoice, all invoices, including those not yet due, shall become immediately due and payable, and the outstanding amount shall automatically, by operation of law and without any prior notice, be increased by: (i) default interest of 1% per month, whereby part of a month is considered a full month, until the day of full payment; and (ii) fixed compensation of 15% of the unpaid amount, with a minimum of EUR 50.00. CENENERGY is also entitled to compensation for all relevant collection costs and reimbursement of legal costs.
5. In the event of any unpaid balance and after notice of default, CENENERGY is entitled to suspend any further delivery and/or performance and/or functioning of Materials until full payment, to make such delivery of Materials and/or Services conditional upon cash payment and/or to terminate the Agreement.
6. In the event of late payment, any warranty shall be suspended by operation of law, without such suspension extending the warranty period after payment.
7. CENENERGY is entitled, within the applicable statutory provisions, to issue and store invoices to the Customer by electronic data.
8. Each invoice is validly addressed to the address stated in the Agreement, even in the event of a change of registered office, unless the Customer has notified a change of address by registered letter.
9. Unless contractually agreed otherwise, CenEnergy shall charge advance payments as follows:

• Above EUR 10,000.00 total contract value: first advance payment of 30% of the total contract value at the time of ordering. The remaining advance payment of 70% is invoiced at the time of activation of the charging infrastructure.
• Above EUR 50,000.00 total contract value: first advance payment of 30% of the total contract value at the time of ordering, 40% advance payment upon delivery of the goods and the balance of 30% upon activation of the charging infrastructure.
• For projects with batteries, an advance payment of 50% will be invoiced.
• For projects with DC chargers, an advance payment of 50% will be invoiced.
• Advance invoices must be paid within 7 days after the invoice date.

Article 6. Obligations of the Customer

1. The Customer or a third party designated by the CUSTOMER shall, at its own expense and risk, provide all useful information to CENENERGY (including, among others, information regarding location, technical characteristics, opening hours, etc.), as well as provide suitable premises with all necessary installations and connections. Where necessary, the Customer must also provide all related facilities, unless it has been agreed that this will be carried out by CENENERGY at the Customer’s expense on the basis of a specific quotation, and in the absence of such quotation, at CENENERGY’s standard rates. If the delivery cannot take place on the agreed date and/or its normal duration is exceeded due to a fault, negligence or other cause attributable to the Customer or a third party, the Customer remains obliged to pay all invoices, including additional costs (including transport costs).
2. In the event of installation by CENENERGY, the Customer shall grant CENENERGY or the third party appointed by CENENERGY the necessary access and provide the necessary information for installation. CENENERGY is entitled, at any time and after having informed the Customer, to take any internal measure and/or any measure useful for the continuity and use of the Materials and/or Services, including (but not limited to), the modification of access codes, user access and usernames, dial-in numbers, login procedures, maintenance works, infrastructure changes, technical or procedural changes. Any direct or indirect consequences and/or costs resulting from the aforementioned measures or that may arise for the Customer or in relation to its internal infrastructure shall be borne exclusively by the Customer, without the Customer being entitled to any compensation whatsoever. CENENERGY reserves the right at all times to refuse an installation, even one already commenced and/or to be carried out on a time and materials basis, if the Customer does not comply with its obligations under the Agreement.
3. The Customer must itself ensure its own infrastructure and/or its setup in order to enable it to use the Materials. In particular, the Customer is obliged, prior to the commencement of the works, to submit and make available to CENENERGY and the service providers appointed by CENENERGY: (i) the single-line diagram of the existing electrical installation, (ii) a valid and non-expired inspection certificate of the existing electrical installation and (iii) proof of sufficient grounding of the existing electrical installation.
4. At the time of the conclusion as well as during the term of the Agreement, the Customer shall, under its sole responsibility, provide all useful information to CENENERGY in writing. Any modification, intervention, repair, maintenance or any other act that may give rise to a total or partial incompatibility with the Materials and/or Services of CENENERGY and/or affect their proper functioning shall remain exclusively at the Customer’s expense and risk.
5. The Customer is obliged at all times, at its own expense and under its own responsibility, to have and make available any necessary and compatible equipment, in good working condition, in order to allow CENENERGY to carry out a normal installation and provide services, as well as, where applicable, to grant access to its premises to CENENERGY or third parties.
6. The Customer undertakes to comply in a timely manner with all regulations that may be imposed by third parties, authorities and/or other bodies. The Customer acknowledges that it has all permits, authorisations, etc. that enable CENENERGY to perform the Agreement.
7. The Customer acknowledges that it acquires and/or uses the Product, in whole or in part, for professional purposes.
8. The Customer shall be solely liable for any claim by a third party due to non-compliance with its obligations under this Article as well as for any use of the Product, whether or not with its consent and/or knowledge, by a third party. The Customer shall fully indemnify CENENERGY upon its first request against any claim for principal and accessories.
9. The Customer undertakes to make the General Terms and Conditions, including the warranty conditions, enforceable against its own customers.

Article 7. Services ​

1. Unless otherwise agreed in writing, the installation price is not included. If installation is carried out by CENENERGY or by a third party appointed by it, this shall take place under the conditions agreed in this respect and at the rates applicable at the time the Agreement regarding the installation is concluded. Where applicable, the Customer shall have no right to any compensation from CENENERGY if the installation is carried out under the responsibility of the Customer. The installation price includes only, to the exclusion of all others, a one-time installation of the Materials and/or Services supplied by CENENERGY. Each new installation gives rise to invoicing at the installation rates applicable at that time. If the installation cannot take place on the agreed day and/or its normal duration is exceeded due to a fault, negligence or other cause attributable to the Customer or a third party, the Customer remains obliged to pay all invoices, including additional costs (including transport costs). The installation by CENENERGY shall be deemed accepted upon signature of the work/installation report, even in the case of signing partial work reports.
2. Maintenance includes, after receipt of a request from the Customer and during CENENERGY’s office hours, (i) the normal maintenance of the Material specified in the Agreement and the supply of such Material to the exclusion of all others; (ii) the supply and installation of all usual spare parts; (iii) the intervention of a qualified technician in the event of malfunction, irregularities or maintenance of the Material at the service location specified in the Agreement and during CENENERGY’s office hours; (iv) and/or adjustment of the Material to correct irregularities (remotely or by being present at the installation site (“Site”) as determined by CENENERGY).
3. Maintenance services do not include the repair of malfunctions or irregularities if these were caused by (i) any late notification, negligence, incorrect connection or manipulation, accident or use of the Material not in accordance with instructions. In case of difficulties in applying installation or usage instructions, the Customer undertakes to contact CENENERGY prior to any manipulation; (ii) any attempt or intervention, adjustment, repair, replacement, modification or any other action comparable to an intervention or maintenance not provided for in the user manual and performed on the Material by the Customer or by a third party not approved by CENENERGY; (iii) disconnection, relocation or transport of the Material by the Customer or a third party; (iv) failure to comply with CENENERGY’s maintenance instructions; (v) external causes, including but not limited to lightning, water, fire, abnormal electrical voltage; (vi) modifications or disturbances to a connected product, transmission mast, communication line. CENENERGY reserves the right to invoice interventions in such cases. The same arrangement applies (i) if, at the Customer’s request, the intervention of the technician takes place outside CENENERGY’s office hours and/or at a location other than the service location specified in the Agreement; (ii) for the connection of the Material as well as connection cables; (iii) for reinstallation of the Material; and (iv) for any adjustments requested by the Customer.
4. If Material produced by CENENERGY under a maintenance agreement does not function in accordance with product specifications, where relevant after adjustments and/or repairs, CENENERGY shall replace it, at its discretion, either with an identical model or with a model having comparable product characteristics or properties and of comparable age, provided that the Material has been supplied by CENENERGY and exclusively maintained and/or handled by CENENERGY. CENENERGY shall only do so if the fault has not arisen for reasons mentioned in Article 7.c. above and the Customer has fulfilled all its obligations under the Agreement. If a third-party product does not function in accordance with the manufacturer’s specifications, the warranty conditions as described in Article 11 shall apply. Similarly, for Material purchased without maintenance services, a warranty period as described in Article 11 shall apply.
5. The Customer confirms that it is the Customer’s responsibility to ensure its own compliance with legal requirements regarding data storage, retention and protection.
6. If the Customer requests CENENERGY to remove and/or dispose of equipment (including the Materials), the Customer guarantees that it will make every effort to obtain the necessary authorization to enable CENENERGY to move and/or dispose of the relevant equipment prior to its retrieval/removal by CENENERGY, and that it will, if necessary, take the required measures to ensure that CENENERGY acquires ownership of such equipment. Disposal and/or removal services shall be carried out at the Customer’s expense and risk.
7. CENENERGY may also offer its Customers the DLB service. The implementation of DLB may result in the Customer having access to personal data relating to the Customer or its employees. The Customer is solely responsible for ensuring that both CENENERGY and the Customer have the required legal basis for collecting personal data through the application of DLB. The Customer assumes responsibility towards CENENERGY to provide the required information, as described in Article 14, paragraph 1, of the GDPR (EU 2016/679), regarding its cooperation with CENENERGY, to its employees (as provided for in Article 14, paragraph 5, point a, of the GDPR (EU 2016/679)).

Article 8. Transfer of risk and ownership

1. In the event of the sale of Materials, the risk shall pass from CENENERGY to the Customer at the time of installation of the Materials. If CENENERGY is not responsible for the installation of the Materials, the risk shall pass from CENENERGY to the Customer at the time of shipment (FCA – Free Carrier – Incoterms 2020).
2. Given CENENERGY’s retention of title, the Customer expressly acknowledges CENENERGY’s right to repossess at any time the unpaid and/or partially paid Materials of CENENERGY, wherever they may be located. The Customer undertakes to fully cooperate with this right of retention of CENENERGY and not to obstruct it in any way whatsoever. The delivered Materials shall remain the property of CENENERGY (i) in the case of sale by CENENERGY, until the purchase price in principal and accessories has been paid in full; and (ii) in the case of rental by CENENERGY, for the entire duration of the rental period. Until such time, (i) the Materials may under no circumstances be subject to any form of security, pledge, sublease, loan, transfer of rental rights or otherwise by the Customer; (ii) in the event of precautionary or enforcement seizure of the Product, the Customer shall be obliged to inform CENENERGY within 24 hours after the seizure and to immediately notify the attaching party of the retention of title; (iii) in the event of transfer or pledge over its business, the Customer shall take all measures to ensure that the Materials are not included therein; (iv) the Materials must at all times remain provided with the visible identification plate stating the owner; (v) the Customer shall not alter, remove or distort the signs, trademarks, numbers or other identification means of the Product, component or Service. Furthermore, the Customer shall not use counterfeit products and/or Services that unlawfully bear the CENENERGY trademark or are wrongly presented as CENENERGY products.
3. Until the moment of transfer of ownership, if the Customer is not the owner of the real estate in which the Product is located, or ceases to be the owner during the term of the Agreement, the Customer undertakes to notify the owner of the real estate by registered letter, sent no later than the day of installation of the Product, that the Product does not belong to the Customer and therefore may not be included in the privilege referred to in Article 20.1° of the law dated 16.12.1851, as well as to inform the mortgagee or pledgee on the Customer’s business. The Customer is obliged to provide the contact details of the aforementioned third parties to CENENERGY at the time of conclusion of the Agreement. In the event of a transfer of ownership of the real estate during the term of the Agreement, the Customer is also obliged to notify the new owner in the same manner within 48 hours after becoming aware of the transfer, and to inform CENENERGY thereof.
4. The parties acknowledge that the Materials are movable goods. Even if the Materials are attached to the building, they can always be removed and do not become immovable by incorporation. Therefore, no right of accession can arise in favour of the owner of the land on which the Materials are installed. Should this clause ever conflict with applicable legislation or case law resulting in the Materials being considered immovable property, the Customer undertakes to conclude a new Agreement whereby the owner of the land shall grant a right of superficies to CENENERGY.
5. The obligations set out in this article on the part of the Customer shall apply under penalty of liability up to the net book value of the Product concerned and all unpaid net rental amounts, without prejudice to CENENERGY’s right to claim higher compensation for the actual damage suffered. Any costs whatsoever, including fees, legal and administrative costs incurred by CENENERGY in safeguarding its ownership rights to the Product, shall be reimbursed by the Customer upon first request, with subrogation where applicable in the rights of the latter.

Article 9. Security deposit

1. In the event of insolvency of the Customer within the meaning of Book XX of the Code of Economic Law, CENENERGY reserves the right to suspend orders, deliveries or services, even if previously accepted, until the Customer has provided a guarantee sufficient to cover the price, deposited in favour of CENENERGY.
2. The guarantee provided for in the Agreement must be placed at the disposal of CENENERGY within 8 days after signing and in any case before the day of delivery.

Article 10. Defects

1. The Customer undertakes to inspect the delivered Materials and/or Services at the time of delivery (or, in the case of shipment, immediately upon receipt).  
2. If the Materials and/or Services show visible defects at the time of delivery or are substantially non-conforming to the accepted order, any complaint in this respect must be submitted to CENENERGY by registered letter within 8 working days after delivery. After expiry of that period, the Materials and/or Services shall be deemed to have been definitively accepted by the Customer, the order shall be deemed to have been performed in accordance with the Customer’s order and according to the rules of good workmanship, and any complaint in this respect shall no longer be admissible.
3. No return of Materials shall be accepted without the prior written consent of CENENERGY specifying the nature, quantity and value of the Materials that may be subject thereof. All returns must take place within 8 days after consent to return. Only Materials that are in good condition and in their original packaging may be returned. The return shall take place at the Customer’s cost and risk except where the return takes place because the Materials show visible defects or are substantially non-conforming to the accepted order.
4. CENENERGY’s liability for any hidden defects is limited to defects in Materials manufactured and/or Services provided by CENENERGY (or by one of the companies within the group to which CENENERGY belongs) that manifest themselves within 6 months after delivery. Any hidden defects must, under penalty of forfeiture of recourse, be reported immediately and at the latest within 5 working days after discovery of the defect by the Customer to CENENERGY by registered letter. The letter must contain a detailed description of the defects. CENENERGY’s liability for hidden defects is limited to the cost price of the defective part or Product and is limited in accordance with the provisions of Article 14.
5. If damage has been caused both by a defect in the Product and/or the Service and by the fault of the victim or of a person for whom the victim is responsible, CENENERGY’s liability shall be excluded.

Article 11. Warranty (manufacturer’s warranty)

1. Unless expressly agreed otherwise, CENENERGY guarantees that the Charging Station and Materials supplied by CENENERGY and purchased by the Customer are free from mechanical and operational defects resulting from manufacturing faults for a period of 24 months from delivery; for CENENERGY charging devices of the type ARCA, DUO and STILA, this warranty period for manufacturing defects is 60 months from delivery. CENENERGY guarantees that the charging station and equipment are free from electrical or electronic defects for a period of 3 months from delivery (“Warranty Period”).
2. If the Charging Station is manufactured by a third party, such Charging Station shall be covered by the warranty of the relevant manufacturer, provided by that manufacturer to CENENERGY and transferable by CENENERGY to the Customer. The Customer accepts and acknowledges that CENENERGY may invoke against the Customer the exceptions, exonerations and warranty limitations that the relevant manufacturer may invoke against CENENERGY. The warranty does not cover software or Services.
3. In order to invoke the warranty, the Customer must notify any alleged defect without delay, and at the latest within 3 working days after it was discovered, to CENENERGY by registered letter, failing which any warranty claim shall lapse. CENENERGY is not obliged to search for any alleged defect itself.
4. If the Material is repaired after the expiry of the Warranty Period, the Warranty Period for the repaired Material shall expire 6 months after the date of repair.
5. CENENERGY’s sole obligation shall be, at its discretion, to repair the Material at a location of its choosing, or to replace the defective part with new or non-new parts, without any further compensation and to the exclusion of any other supply or service, including travel and labour costs.
6. The replaced parts shall become the property of CENENERGY. CENENERGY shall always be entitled, at its sole discretion, to replace the Material with equivalent Material, whether new or used, whose value is at least equal to that of the replaced Material.
7. Except for the representations, warranties and other provisions set out in (an Agreement based on) the General Terms and Conditions or in any implied conditions that cannot be excluded by law, CENENERGY disclaims all other conditions, representations and warranties relating to merchantability, satisfactory quality and fitness for a particular purpose or use that may be implied by law or otherwise in connection with the supply of any Material or the performance by CENENERGY of its obligations under (any Agreement based on) the General and Additional Terms and Conditions.
8. The warranty shall not apply in the event of:

• late notification, negligence, incorrect connection or manipulation, accident or use of a Charging Station not in accordance with the instructions set out in the user manual of the Material. In case of difficulties in applying installation or usage instructions, the Customer undertakes to contact CENENERGY prior to any manipulation not mentioned in the user manual;
• attempt or intervention, adjustment, repair, replacement, modification or any other act comparable to an intervention or maintenance not provided for in the user manual and carried out on the Material by the Customer or by a third party not approved by CENENERGY;
• modification of the serial number of the Material;
• damage caused by relocation or transport by the Customer or a third party;
• failure to comply with CENENERGY’s maintenance instructions or any use of unsuitable consumables;
• Material whose normal service life is shorter than that of the Material guaranteed by CENENERGY. For spare parts supplied by CENENERGY, this period is reduced to 3 months;
• use, purpose or characteristics of the Material other than those specified in writing by CENENERGY;
• damage, in whole or in part, caused to the Material by connected products;

or

• damage caused by hardware, software, data, networks, modems, proton, internet, or other, or by any related act of the Customer.

9. CENENERGY’s intervention under the warranty is limited to the Belgian territory.

10. Second-hand Materials are exclusively sold or rented in the condition in which they are at the time of sale or rental, without any warranty as to quality, capacity, expected lifespan or otherwise, the Customer acknowledging that it sufficiently knows and accepts the existing functionalities at that time.

11. The Customer has the possibility to extend the 5-year manufacturer’s warranty on ARCA, DUO and STILA devices by a maximum of 5 additional years, subject to annual maintenance by CenEnergy.

Article 12. Intellectual Property Rights (IPR)

1. This Article applies to all Materials supplied to the Customer.
2. Between CENENERGY and the Customer, CENENERGY (or its licensors) shall be deemed to be the owner of the IPR in or relating to the Materials. Nothing in the General Terms and Conditions or any Agreement based thereon shall be deemed to transfer any ownership of ownership rights and/or IPR in or relating to the Materials to the Customer (or to persons or entities submitting a claim via the Customer) other than the licence rights explicitly described in the Agreement.
3. To the extent that the Customer has access under the Agreement to software licensed from third parties, the terms of such third-party licences shall apply in case of conflict between those third-party terms and the provisions of this Article 12. The Customer agrees that any licence agreements relating to third-party software shall be concluded between the Customer and the relevant licensor and not between the Customer and CENENERGY. The Customer agrees to indemnify CENENERGY against any losses arising from third-party software.

Article 13. Processing of personal data

1. CENENERGY and the Customer are both independent data controllers with regard to the processing of personal data (GDPR EU 2016/679 and the Belgian law of 30 July 2018 concerning the protection of natural persons).  
2. The information obligations, as set out in Articles 13 and 14 of the GDPR, towards all data subjects whose personal data are processed by CENENERGY as a result of the contractual relationship between the Customer and CENENERGY, are fully assumed and carried out by the Customer.
3. The Customer shall ensure that it always has a legal basis to use the personal data, which are transferred or made available by CENENERGY to the Customer within the framework of the Agreement, for further processing.

Article 14. Liability

1. Any liability of CENENERGY is, to the fullest extent permitted under applicable laws, even in the event of gross negligence but not in the event of wilful misconduct, limited to proven direct damages, to the exclusion of all others, and is in any case limited:

• For claims directly arising from or related to the delivery or installation of a Product, to the net price of the Product;
• For claims directly arising from or related to the provision of a Service, to the total net price paid for the Service during the period of 3 months immediately preceding the month in which the claim arose; and
• cumulatively, for all claims directly arising from or related to the delivery of a Product or Service under a specific order, to the total net price of the order.

2. Notwithstanding any conflicting or deviating provision and to the fullest extent permitted under applicable laws, the parties agree that CENENERGY shall not be liable for (i) loss of profit; (ii) loss of revenue; (iii) interruption of operations and/or operating losses; (iv) loss of Customers or contracts; (v) loss of opportunity; (vi) increase of (personnel) costs; (vii) loss of anticipated savings; (viii) loss of use of hardware, software or data; (ix) loss of, or damage to, reputation or goodwill; or (x) any (other) special, indirect or consequential damages of any kind whatsoever, regardless of whether such losses/costs were foreseeable and/or CENENERGY was informed of the possibility of such losses/costs.

3. The parties agree that CENENERGY shall not be liable for any damage caused by the Materials/Services supplied by it to any other, whether connected or not, good or service and/or by any act it or its appointees perform which relates to and/or has any effect on any other, whether connected or not, good, service, hardware, software, data, networks, modems, internet, or otherwise.

4. The performances set out in the Agreement shall be carried out by CENENERGY as an obligation of means, to the best of its ability and within technical limitations.

5. Nothing in this Article shall limit the liability of CENENERGY for its wilful misconduct, fraud, deceit, death or personal injury resulting from negligence, or any other liability that cannot legally be excluded under applicable laws.

Article 15. Suspension & termination

1. If the Customer does not comply, does not properly comply or does not comply in a timely manner with the payment terms or any other obligation of the Agreement, as well as in the event of bankruptcy, cessation, liquidation or a similar situation, CENENERGY may, by operation of law, without any prior notice of default, without any notice period, suspend the performance of its obligations until payment of the due invoice or until performance of the obligation, or declare the Agreement terminated due to breach of contract, without prejudice to CENENERGY’s right to damages. The termination shall always take place at the expense and risk of the Customer.
2. In the event that a suspension of payment is granted to the Customer by judgment in the context of a judicial reorganisation or similar situation, the defence of non-performance, as well as the aforementioned express termination clause and the tacit termination clause under common law, shall remain applicable.
3. If several Materials and/or Services are grouped in one Agreement, CENENERGY shall be entitled, in the aforementioned cases, to terminate/suspend the Agreement in its entirety or partially for one or more Materials and/or Services separately.

Article 16. Express termination clause

1. If the Customer fails to fulfil any of its obligations, however minor (including in the event of non-timely payment), and such failure is not remedied within 8 days after notice of default, CENENERGY shall always be entitled either to demand performance of the Agreement or to terminate the Agreement, in which case CENENERGY shall be entitled to claim a lump-sum compensation calculated as follows:

i. In the event that the Agreement concerns the sale of Materials: 30% of the total purchase price, increased by installation costs, costs related to normal wear and tear and any repair costs of the Product, as well as costs for non-recoverable materials, which are estimated as follows:

- forced repossession during the first month: 25%

- forced repossession during the second and third month: 35%

- forced repossession during the fourth, fifth and sixth month: 45%

- forced repossession during the seventh up to and including the twelfth month: 50%

- forced repossession after the twelfth month: 75%

ii. In the event that the Agreement concerns the rental of Materials and/or the provision of Services, the full rental price over the full or minimum agreed rental period must be paid.

1. Unless otherwise agreed, in the event of termination, the Customer shall be obliged to return the Materials at its own expense to CENENERGY within 48 hours after termination of the Agreement. If the Customer fails to do so, CENENERGY shall be entitled to repossess the Materials or have them repossessed, without formalities and at the Customer’s expense.
2. The foregoing shall apply without prejudice to any other rights of CENENERGY and without prejudice to its right to claim compensation for its actual damage.

Article 17. Force majeure

CENENERGY may, without liability, postpone the performance or cancel the Agreement due to Force Majeure or other circumstances beyond its control, including but not limited to natural disasters, war, insurrection, fire, earthquake, explosion, flood, strike, lock-out, injunctions, telecommunication disruptions, electrical failures or power outages, or the unavailability of services, personnel, products or materials.

Article 18. Assignment

1. Unless with prior written consent of CENENERGY, the Agreement and the rights and obligations set out therein may not be assigned, in whole or in part, by the Customer. In the event of prior written consent by CENENERGY to an assignment of the Agreement by the Customer, the assignee shall by operation of law undertake joint and several liability with the assignor for all amounts due by the assignor to CENENERGY at the time of entry into force of the assignment, both in principal and accessories. In addition, a fixed administrative fee of EUR 150.00 per assigned Agreement, increased by EUR 25.00 per Product from the second Product onwards, shall be charged to the assignor.
2. CENENERGY shall always be entitled to assign or pledge, in whole or in part, the Agreement and/or the rights and/or obligations set out therein and/or the claims arising therefrom, including all accessories, as well as the ownership of the relevant Materials, to a third party (including its financial partner).

Article 19. Applicable law and competent court

1. All disputes to which the Agreement may give rise shall fall within the exclusive jurisdiction of the courts of Antwerp, division Antwerp. CENENERGY nevertheless reserves the right to summon the Customer before the court of its registered office or domicile.
2. Only Belgian law shall apply, without giving effect to any choice of law clause or to conflict of law rules (Belgian or otherwise), including the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention 1980) which would designate another law as applicable.

Article 20. Miscellaneous provisions

1. If any provision or part thereof is not enforceable, it shall, to the extent required, be deemed not to form part of the General and/or Additional Terms and Conditions, without affecting the validity of the remaining provisions, which shall remain in full force and effect. Any invalid provision shall be interpreted or modified in such a way that the intended economic purpose can be achieved.
2. The Customer authorises CENENERGY to send any communications relating to Materials, Services and/or activities of CENENERGY, including by electronic means.
3. CENENERGY is entitled to store and process all data relating to the Customer for the purpose of performing the Agreement in accordance with applicable legislation. See also Article 13 regarding the processing of personal data.
4. Obligations which by their nature are intended to continue after the termination of an Agreement shall survive. These include, inter alia: prices, payments, liability, data protection, confidentiality, applicable law and competent court.
5. All communications, notifications, agreements, documents or others shall be validly sent by CENENERGY to the address of the Customer stated in the Agreement, including by email or any other form of electronic communication.

Interventions, service and technical support outside warranty

When an intervention, diagnosis, repair or technical support is carried out outside the applicable warranty conditions, the provisions below shall apply.

1. Scope of application

These conditions apply to all interventions carried out by CenEnergy, including but not limited to:

• technical fault diagnosis;
• maintenance or repair;
• reconfiguration or software-related interventions;
• interventions on charging stations, battery systems, controllers or other energy components;
• interventions at the request of the customer or following a reported malfunction.

2. Call-out fee

For each on-site intervention, a fixed call-out fee of €140.00 shall be charged.

This cost includes, among other things, the technician’s travel, planning, administration and preparation of the intervention.

3. Labour costs

The work performed shall be charged at a rate of €65.00 per hour, excluding VAT.

The working time is calculated from the moment the technician arrives on site until the moment the intervention is completed.

4. Charged time unit

The working time shall be invoiced per started hour.

Each started hour shall be fully charged, regardless of the actual duration of the intervention within that hour.

5. Parts and materials

All parts, components, spare parts, cables, mounting materials or other materials that prove necessary during the intervention shall be invoiced separately at the CenEnergy rates applicable at that time.

6. Diagnostic costs

If during the intervention a diagnosis is carried out without an immediate repair being possible or desired, the call-out fee and the labour hours performed shall remain fully payable.

7. Unjustified intervention

If it appears that the reported malfunction is the result of:

• incorrect use by the customer or third parties;
• modifications to the installation by third parties;
• external factors beyond the control of CenEnergy;
• problems with the customer’s electrical installation, internet connection or energy supply;

all costs of the intervention shall be fully charged to the customer.

8. Waiting time

If the technician on site does not immediately gain access to the installation or has to wait due to circumstances on the customer’s side, this waiting time may also be charged as working time.

9. Cancellation of intervention

A scheduled intervention must be cancelled at least 24 hours before the agreed time by email tooperations@cenenergy.be