Terms and Conditions

GENERAL TERMS AND CONDITIONS OF CENENERGY

Version 24 May 2024

GENERAL TERMS AND CONDITIONS OF CENENERGY

CONCERNING 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 points, Materials and Services and to all deliveries and all agreements concluded with CENENERGY in that regard. 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 are defined as follows:

"General Terms and Conditions" means these General Terms and Conditions of CENENERGY covering the sale, rental, operational leasing, CAAS and other services;

"CAAS" means Charging-As-A-Service, the Service that consists of making Charging Stations available to the Customer and providing the corresponding charging services as described in the Agreement between CENENERGY and the Customer;

"Service" / "Services" means all services that CENENERGY or an appointee of CENENERGY performs for the Customer, including, but not limited to: rental, operational leasing, CAAS and the services mentioned in Article 7 of this General Terms and Conditions of CENENERGY;

"DLB / Dynamic Load Balancing" means the technique in which, by means of a dynamic load controller, the power of certain electrical appliances is adjusted and distributed by restoring the energy balance according to the total maximum available power in a building or home and the power demanded by various appliances in order to avoid peak currents and overloads.

"IPR" means patent, copyright, trademark, design and design rights and/or other (intellectual and industrial property rights, including patentable or non-patentable technical and/or commercial know-how, methods and concepts, whether or not registered trade names and rights in domain names, including pending applications for, and the right to apply for, registration (current, future and conditional, and including renewals and renewals);

"Charging point" means an electric charging infrastructure that allows an electric vehicle to be charged by current that can be switched on and off by the user with a system of personal identification and security. The models offered are smart Charging Stations that are linked to the Platform for detailed monitoring of consumption;

"CENENERGY" means CenEnergy NV a public limited company incorporated under Belgian law with company number 0665.564.807 or its legal successor;

"Customer" means the customer of CENENERGY Materials and/or Services;

“Material/Materials” means the (parts of) hardware that is/are sold and/or rented and/or installed by or on behalf of CENENERGY, including, but not limited to, the Charging Stations and all material necessary for the connection and commissioning of the Charging Columns;

"Agreement"/"Agreements" means the written agreement(s) between CENENERGY and the Customer regarding the purchase and/or rental and/or operational leasing and/or CAAS and/or other services;

"Force Majeure" means the event or circumstance beyond the control of a Party, which occurs without fault or negligence on the part of the Party and which the Party could not reasonably have prevented, which results in the affected Party being temporarily or permanently impeded in the performance of the Agreement or any part thereof. Force majeure is understood to mean: riot, (civil) war, invasion, hostilities, fire, earthquakes, floods, other physical natural disasters (excluding adverse weather conditions), terrorism, pandemics, epidemics, government measures, electricity deposits, mobile network deposits, general strikes or labour disputes affecting an essential part of the services of;

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

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

5. Any deviation from the General Terms and Conditions is only enforceable vis-à-vis CENENERGY in the event of explicit prior written agreement from CENENERGY in this regard.

6 The application of any conditions emanating from the Customer is excluded, unless with the special prior written agreement of CENENERGY.

Article 2. Orders

An offer issued by CENENERGY is only sent for information purposes, may always be subject to change, does not constitute a unilateral offer and does not bind CENENERGY. Any prices mentioned on the CENENERGY website do not have the value of a unilateral offer and may always be withdrawn or changed without prior notice.
The acceptance by the Customer of an offer from CENENERGY constitutes a unilateral offer from the Customer to CENENERGY. CENENERGY is only bound after written acceptance of an order from a Customer by its representative, on the understanding that the invoice issued by CENENERGY or the mere performance of the Service and/or delivery of the Product, always counts as acceptance. CENENERGY sellers are not authorized to accept an order nor, in general, to bind CENENERGY.
CENENERGY is entitled to refuse an order from the Customer in whole or in part, even if it is based on an offer provided by CENENERGY. If CENENERGY only partially accepts an order, CENENERGY must inform the Customer by registered mail and the Customer is deemed to agree to this unless registered letter withdrawing his entire order received by CENENERGY within 7 working days after receipt of the aforementioned notification by the Customer.
Orders by the Customer are irrevocable.
An order is accepted under the express resolutive condition of the normal availability of the relevant Materials on the Belgian market. The Customer is not entitled to any compensation in the event of dissolution.
The Customer is deemed to have satisfied himself that the Materials and/or the Services he orders correspond to the needs and intended use of the Materials and/or Services by the Customer. Photographs, drawings, illustrations, technical characteristics and the like are transmitted for information purposes only, are approximate indications.
By placing an order with CENENERGY, the Customer acknowledges that he has been fully informed about the characteristics of the Product and/or the Service, that he has sufficient knowledge to use it and that he does not need any further information. CENENERGY shall not be deemed to have knowledge of or taken into account the specific application that the Customer will make of the Materials and/or the Services and or the purposes for which it uses the Materials and/or the Services and can in no case be held liable in that regard.

Article 3. Delivery

Stated delivery times are purely indicative and do not constitute an obligation of result on the part of CENENERGY.
The receipt by the Customer of the Materials and/or the Services automatically implies agreement to the effective delivery period, even in the event of delivery after the indicative delivery period, and does not entitle him to any compensation. If the indicative delivery period is exceeded by more than 40%, the Customer may give CENENERGY notice of default by registered letter to carry out the delivery. If the delivery does not take place within 20 working days after receipt of the notice of default, the Customer may dissolve the Agreement without any right to compensation.
Unless otherwise agreed, the delivery of the Product takes place (i) in the event of delivery by CENENERGY or by a third party appointed by it, as soon as the Product is located within the customer's premises or premises, regardless of whether it has been unloaded or not; (ii) in the event of collection by the Customer, from the notification to the Customer that the Product is at his disposal in the warehouses of CENENERGY; and (iii) in case of shipment by CENENERGY, at the time of shipment. (FCA- Free Carrier – Incoterms 2020).
If, as a result of any cause beyond its control or as a result of Force Majeure, CENENERGY is unable to execute an accepted order or performance or to do so within the stipulated delivery period, CENENERGY may, with simple notification, extend the delivery period, suspend the execution or dissolve the Agreement without any compensation being due.
Unless expressly agreed otherwise, the delivery of different Materials and/or Services shall be regarded as separate deliveries or installations, even if they appear on the same order form. Any technical problems regarding, defects in, or non-delivery of a Product and/or Service shall not affect the Customer's payment obligation or any other obligation for the other Materials and/or Services.

Article 4. Prices

The prices and rates are those that apply at the time the Agreement is concluded and of which the Customer acknowledges having taken note of and accepting them. For additional orders, the prices and rates applicable at the time of placing the additional order will apply. Prices and rates remain due regardless of the use of the Product/Service.
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, tax, duties, cost, penalty to be borne by the Customer, or other, in respect of which the Customer irrevocably and specifically declares that he will bear them and for which he indemnifies CENENERGY if necessary.
CENENERGY has the right to revise the prices for future products and services annually on the basis of the following formula: p = P[a x (M/M°) + b x (S/S°) + c] where "p" stands for the new revised price, "P" the originally agreed price, "S" for reference wage cost Agoria Digital PC 200 at the time of the revision, "S°" for reference cost Agoria Digital PC 200 at the time of signing this Agreement, "M" for market price Agoria Index Copper wire at the time of the revision and "M°" for market price Agoria Index Copper wire at the time of signature of this Agreement, "a" for 0.4, "b" for 0.4 and "c" for 0.2.
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

Unless otherwise stipulated, all CENENERGY invoices are payable within 30 days following the invoice date, without discount, all rights and costs borne by the Customer, to one of the bank accounts of CENENERGY indicated on the invoice.
An invoice must be protested by registered letter and within 8 working days after receipt of the invoice. In the absence of (timely) protest, the invoice is deemed to have been definitively accepted.
Each payment received by CENENERGY is first charged on the due interest and damages, then on the principal amount of the oldest due invoice.
The payment of invoices is an essential obligation on the part of the Customer. In the absence of (timely) payment on the due date of an invoice, all invoices, including those that have not yet expired, become immediately due and payable and the outstanding amount is automatically increased, by operation of law and without any prior notice (i) by way of default interest, by 1% per month, part of a month being considered as a whole month, until the day of full payment; and (ii) by way of lump sum damages, with 15% of the unpaid amount, with a minimum of EUR 50.00. CENENERGY is also entitled to compensation for all relevant recovery costs and to reimbursement of court costs.
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 discharge, to make it subject to cash payment of the Materials and/or Services to be delivered and/or to terminate the Agreement.
In the event of late payment, any guarantee will be suspended by operation of law, without this suspension extending the warranty period after payment.
CENENERGY is entitled, within the relevant legal provisions, to issue and store invoices to the Customer via electronic data.
Each invoice is validly addressed to the address specified in the Agreement, even in the event of a change of registered office, except after notification of a change of address by the Customer by registered letter.
Unless contractually agreed otherwise, CenEnergy will charge advances as follows:

Above EUR 10,000.00 total contract value: first advance payment of 30% of the total contract value at the time of the order. The remaining 70% deposit will be invoiced at the time of activation of the charging infrastructure.
Above EUR 50,000.00 total contract value: initial advance payment of 30% of the total contract value at the time of the order, 40% advance payment at delivery and the remaining 30% upon activation of the charging infrastructure.
Advances should be paid within 7 days of invoice date.

Article 6. Obligations of the Customer

The Customer or a third party designated by the Customer is obliged, at his expense and risk, to communicate all useful information (including location conditions, technical characteristics, opening hours, etc.) to CENENERGY, as well as to provide the suitable premises with all necessary installations and connections. If necessary, the Customer must also provide all associated facilities, unless it has been agreed that this will be done by CENENERGY, is made at the expense of the Customer on the basis of a specific quotation, and in the absence of such quotation, at the standard rates of CENENERGY. If the delivery cannot take place on the agreed day and/or exceeds its normal duration due to an error, negligence or other of the Customer or of a third party, the Customer remains obliged to pay all invoices, including the additional costs (including transport costs).
In the event of installation by CENENERGY, the Customer shall grant CENENERGY or the third party appointed by CENENERGY the necessary access and communicate the necessary data for installation. CENENERGY is entitled, at any time and after informing the Customer, to take any measure of internal order 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 name, dial-in numbers, login procedure, maintenance work, infrastructure changes, technical or procedural changes. Any direct or indirect consequences and/or costs that may result from the aforementioned measures or that they may cause for the Customer or with regard to its internal infrastructure shall be borne exclusively by the Customer without the latter being able to claim any compensation whatsoever. CENENERGY reserves the right at all times to refuse an installation, even an installation that has already started and/or is to be carried out in control, if the Customer does not comply with his obligations under the Agreement.
The Customer or a third party designated by the Customer must be responsible for his own infrastructure and/or its arrangement, in order to enable him to use the Materials. In particular, the Customer is obliged to submit and make available the following items before the start of the works to CENENERGY and the service providers appointed by CENENERGY: (i) the single-wire diagram of the existing electrical installation, (ii) a valid and not expired inspection document of the existing electrical installation and (iii) proof of sufficient grounding of the existing electrical installation.
At the conclusion and during the duration of the Agreement, the Customer is, under his sole responsibility, responsible for providing CENENERGY with all useful information in writing. Any modification, intervention, repair, maintenance or any other that gives rise to a total to partial incompatibility with the Materials and/or the Services of CENENERGY, and/or affect their proper functioning, remains exclusively at the expense and risk of the Customer.
The Customer is obliged to always have and make available, at his own expense and under his own responsibility, any necessary and compatible material, in good working order, in order to allow CENENERGY to carry out a normal installation and to offer services, as well as, if necessary, to provide access to its premises to CENENERGY or third parties.
The Customer undertakes to comply in a timely manner with all regulations that may be provided for by third parties, the government and/or other bodies. The Customer acknowledges having all permits, authorizations, etc. that must allow CENENERGY to execute the Agreement.
The Customer acknowledges acquiring and/or using the Product, in whole or in part, for professional purposes.
The Customer is only liable for any claim by a third party for non-compliance with his obligations under this article as well as for any use of the Product, whether or not with his permission and/or knowledge, by a third party. The Customer fully indemnifies CENENERGY at his first request for any claim in principal and incidentals.
The Customer then undertakes to make the General Terms and Conditions, including the guarantee conditions, enforceable against his customer.

Article 7. Services

Unless otherwise agreed in writing, the installation price is not included. If installation is carried out by CENENERGY or a third party appointed by it, this will be done under the agreed conditions and at the rates applicable at the time when the Agreement regarding the installation is concluded. If applicable, the Customer has no right to compensation against CENENERGY if the installation is done under the responsibility of the Customer. The installation price only includes, 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 then applicable installation rates. If the installation cannot take place on the agreed day and/or exceeds its normal duration due to an error, negligence or other of the Customer or of a third party, the Customer remains obliged to pay all invoices, including the additional costs (including transport costs). The installation by CENENERGY is deemed to have been delivered by signing the work/installation receipt, even in case of signing partial work orders.
Maintenance includes, upon receipt of a request from the Customer and during CENENERGY's business hours, (i) the normal maintenance of the Material mentioned in the Agreement and the delivery of the Material specified in the Agreement to the exclusion of all others; (ii) delivery and installation of all customary spare parts; (iii) the intervention of a qualified technician in the event of malfunction, irregularities or maintenance of the Material at the service point specified in the Agreement and during CENENERGY's business hours; (iv) and/or modification of Material to correct irregularities (remotely or by being present at the installation site ("Site") as determined by CENENERGY).
Maintenance services do not include the repair of any malfunctions or irregularities if they were caused by (i) any late declaration, negligence, incorrect connection or manipulation, accident or use of the Material that is not in conformity. In the event of difficulties in applying the installation or operating instructions, the Customer undertakes to contact CENENERGY prior to any manipulation; (ii) any attempt or intervention, adjustment, repair, replacement, modification, or any other action equivalent to intervention or maintenance that is not provided for in the user manual and was performed on the Material by the Customer or by a third party not approved by CENENERGY; (iii) disconnection, movement or transport of the Material by the Customer or a third party; (iv) failure to comply with CENENERGY's maintenance regulations; (v) any foreign cause, including, but not limited to, lightning, water, fire, anomalous electrical voltage; (vi) changes or malfunctions to a connected product, cell tower, communication line. CENENERGY reserves the right to invoice the interventions in such cases. The same arrangement applies (i) if, at the request of the Customer, the intervention of the technician takes place outside the office hours of CENENERGY and/or at a service place other than that specified in the Agreement; (ii) for connecting the Material as well as the connection cables; (iii) for a reinstallation of the Material; and (iv) for any modification(s) at customer's request.
If Material produced by CENENERGY under maintenance agreement does not function in accordance with the product specification, where relevant after modifications and/or repairs, CENENERGY will, at its option, replace it either with an identical model or with a model with similar product characteristics or properties and of a similar age, provided that the Material has been supplied by CENENERGY and has been maintained and/or manipulated exclusively by CENENERGY. CENENERGY will only do this if the error has not arisen for reasons as 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 product specification, the warranty conditions as described in Article 11 apply. Similarly, Material purchased without maintenance services is subject to a warranty period as described in Article 11.
Customer confirms that it is Customer's responsibility to ensure its own compliance with legal requirements related to data storage, retention and protection
If the Customer requests CENENERGY to remove and/or dispose of equipment (including the Materials), the Customer warrants that it will make every effort to obtain the required power of attorney to enable CENENERGY to move and/or dispose of the equipment in question before it passes through CENENERGY will be retrieved/disposed of, and that it will, if necessary, take the necessary measures to ensure that CENENERGY acquires title to that equipment. Disposal and/or disposal services are performed at the expense and risk of the Customer.
CENENERGY may also offer its Customers the DLB service. Implementing DLB may result in the Customer having access to personal data concerning the Customer or its appointees. The Customer is solely responsible for ensuring that both CENENERGY and the Customer have the necessary legal basis under which personal data is collected through the application of the DLB. The Customer assumes responsibility towards CENENERGY to transmit to its appointee the required information, as described in Art. 14(1) of the AVG (EU 2016/679), regarding its cooperation with CENENERGY. (Provided for in Art. 14(5)(a) of the AVG (EU 2016/679)).

Article 8. Transfer of risk and ownership

In the event of the purchase of Materials, the risk passes from CENENERGY to the Customer at the time of installation of the Materials. In the event that CENENERGY is not responsible for the installation of the Materials, the risk passes from CENENERGY to the Customer at the time of shipment (FCA- Free Carrier – Incoterms 2020).
The Materials delivered remain the property of CENENERGY (i) in the event of sale by CENENERGY, until the purchase price in principal and incidentals has been paid in full; and (ii) in the case of rental by CENENERGY, during the entire period of rental. Until such time, (i) the Materials may in no case be the subject of any guarantee, pledge, subletting, borrowing, transfer of rental rights or other by the Customer is obliged to inform CENENERGY of this within 24 hours of attachment and to immediately notify the seizer of the retention of title; (iii) in the event of transfer of or pledge attachment of its trading fund, the Customer must take all measures to ensure that the Materials do not form part thereof; (iv) the Materials must at all times continue to bear the visible identification plate indicated by the owner; (v) the Customer will not change, remove or disfigure the signs, trademarks, numbers or other identifiers of the Product, component or Service. In addition, the Customer shall not use counterfeit products and/or Services that would falsely bear the CENENERGY mark or that are incorrectly presented as CENENERGY products.
Until the moment of transfer of ownership, if the Customer is not the owner of the property where the Product is located, or if he ceases to be the owner during the term of the Agreement, the Customer undertakes to inform the owner of the property by registered letter, sent no later than the day of the placement of the Product in the property, notify that the Product does not belong to the Customer and therefore may not be included in the privilege mentioned in article 20.1° of the law dd. 16.12.1851 as well as to the mortgage or pledged creditor on the Client's commercial fund. The Customer is obliged to notify CENENERGY of the coordinates of the aforementioned third parties at the time of conclusion of the Agreement, In the event of a change of ownership of the property, during the term of this Agreement, the Customer is also obliged to notify the new owner in the aforementioned manner within 48 hours of becoming aware of the transfer of ownership and to inform CENENERGY thereof.
The parties acknowledge that the Material is movable property. Even if the Material is attached to the property, it can always be removed and does not become immovable by incorporation. As a result, there can never be a right of verification on the part of the owner of the plot on which the Material is installed. Should this clause ever conflict with current legislation or case law that allows the Material to be considered immovable property, the Customer undertakes that a new Agreement will be concluded in which the owner of the plot will grant a building right to CENENERGY.
The Customer's obligations under this article shall apply under penalty of his liability in the amount of the balance book value of the Product in question and of all unpaid net rental amounts, without prejudice to CENENERGY's right to claim higher compensation for the damage actually suffered. Any costs, including fees, court and administrative costs that CENENERGY must incur in order to safeguard its ownership of the Product, must be reimbursed by the Customer at his first request, with, if necessary, substitution with the exercise of the latter’s rights.

Article 9. Deposit

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 accepted in advance, to the payment by the Customer of a security deposit sufficient to cover the price, which is consigned in favour of CENENERGY.
The guarantee stipulated in the Agreement must be placed in the hands of CENENERGY within 8 days after signing the Agreement and in any case before the day of delivery.

Article 10. Defects

The Customer undertakes to check the Materials and/or Services delivered at the time of delivery (or, in the case of shipment, immediately upon receipt). .
If the Materials and/or Services show visible defects at the time of delivery or are substantially non-compliant with the accepted order, any complaint in this regard must be sent to CENENERGY by registered letter within 8 working days after delivery. At the end of that period, the Materials and/or Services will be considered as definitively accepted by the Customer, the order is deemed to have been executed in accordance with the Customer's order and according to the rules of the art and any complaint in this regard will no longer be admissible.
No return of Materials will be accepted without the prior written consent of CENENERGY specifying the nature, quantity and value of the Materials that may be the subject of them. All returns must be made within 8 days after consent to the return. Only the Materials that are in a good condition and in their original packaging can be returned. The return is made at the expense and risk of the Customer, unless the return is made because the Materials have visible defects or are substantially non-compliant with the accepted order.
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 of delivery. Any hidden defects must in any case, under penalty of forfeiture of recourse, be reported to CENENERGY immediately and at the latest within 5 working days after the discovery of the defect by registered letter by the Customer. The writing should include a detailed listing of the flaws. CENENERGY's liability for hidden defects is limited to the cost of the defective part or Product and is limited in accordance with the provisions of Article 14.
If damage was 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, the liability of CENENERGY is excluded.

Article 11. Guarantee

a. Unless expressively otherwise agreed, CENENERGY guarantees that the Charging Station and Material supplied by CENENERGY and purchased by the Customer shall be free from mechanical and operational defects due to manufacturing defects for a period of 24 months from delivery; for CENENERGY charing stations of type ARCA, DUO and STILA, the warranty period on 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").
If the Charging Station is manufactured by a third party, this Charging Station is covered by the guarantee of the relevant manufacturer, provided by the relevant manufacturer for CENENERGY and transferable by CENENERGY to the Customer. The Customer accepts and acknowledges that CENENERGY may also invoke the objections, exonerations and warranty limitations that the respective manufacturer may invoke with regard to CENENERGY against the Customer. The warranty does not cover software or Services.
In order to be able to invoke the guarantee, the Customer must report any alleged defect to CENENERGY immediately, and at the latest within 3 working days after it was discovered, by registered letter, failing which any warranty claim lapses. CENENERGY has no obligation to look for any alleged defect itself.
If the Material is repaired after the expiry of the Warranty Period, the Warranty Period for the repaired expires 6 months after the date of repair.
CENENERGY is only obliged, at its option, to repair the Material at the place it chooses, or to replace the defective part with new or non-new parts, without any further compensation and excluding any other delivery or performance, including travel and labor costs.
The replaced parts become the property of CENENERGY. CENENERGY is always entitled, at its own discretion, to provide for the replacement of the Material by equivalent, new or used, Material whose value is at least equal to the replaced Material.
With the exception of the representations, warranties and other provisions contained 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 of merchantability, satisfactory quality and fitness for a particular use or purpose that tacitly arise from law or otherwise in connection with the delivery of any Material or the performance by CENENERGY of its obligations in accordance with (any Agreement based on) the General and Additional Terms and Conditions.
The guarantee does not apply in the case of:

late declaration, negligence, incorrect connection or manipulation, accident or use of a Loading Column that does not comply with the regulations stated in the manual of use of the Material. In the event of difficulties in applying the installation or operating 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 action equivalent to intervention or maintenance that is not provided for in the user manual and was performed 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 movement or transport by the Customer or a third party;
non-compliance with CENENERGY maintenance regulations or any use of inappropriate consumables;
Material whose normal useful life is shorter than that of the Material guaranteed by CENENERGY. For spare parts supplied by CENENERGY, this period is reduced to 3 months;
any other purpose, use or characteristics of the Material not intended in writing by CENENERGY;
damage, in whole or in part, caused to the Material by connected products;

damage caused by hardware, software, data, networks, modems, proton, internet, or other, or by an action related to this by the Customer.

The intervention by CENENERGY in the context of the guarantee is limited to Belgian territory.

Second-hand Materials are only sold or rented in the condition in which they are at the time of sale or rental, without any guarantee as to quality, capacity, intended lifespan or other, whereby the Customer acknowledges that he sufficiently knows and accepts the functionalities existing at that time.

The Customer has the option to extend the 5-year factory warranty on ARCA, DUO and STILA devices by a maximum of 5 years, subject to annual maintenance by CenEnergy.

Article 12. IER

This article applies to all Materials delivered to the Customer.
As between CENENERGY and Customer, CENENERGY (or its licensors) shall be deemed to own the IPR in or relating to the Material. Nothing in the Terms and Conditions or any Agreement based hereon shall be deemed to be any ownership of proprietary rights and/or IPR in or relating to the transfer the Materials to Customer (or to persons or entities making a claim through Customer) other than the license rights expressly set forth in the Agreement.
To the extent that Customer has available software licensed from third parties pursuant to the Agreement, the terms of any third-party licenses shall prevail in the event of any conflict between the terms of those third parties and the terms of this Section 12. The Customer agrees that any license agreements regarding third-party software will be entered into 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 the third-party software.

Article 13. Processing of personal data

a. CenEnergy and the Customer are both independent controllers with regard to the processing of personal data (GDPR EU 2016/679 and the Belgian law of 30 July 2018 on the protection of natural persons).
b. The information obligations, as determined in art. 13 and art 14 of the GDPR, to all data subjects of whom CenEnergy processes personal data as a result of the contractual agreement between the Customer and CenEnergy, are fully recorded and executed by the customer.
The Customer will ensure that he always has a legal basis for using the personal data that CenEnergy transfers or makes available to the Customer in the context of the agreement for further processing.

Article 14. Liability

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

for claims arising directly from or relating to the supply or installation of a Product, up to the net price of the Product;
for claims arising directly from or in connection with the provision of a Service, up to the total of the net price paid for the Service over the period of 3 months immediately preceding the month in which the claim arose; and
accumulated for all claims arising directly from or relating to the provision of a Product or Service under a particular order, up to the total net price of the order.

b. Notwithstanding any conflicting or deviating provision(s) and to the fullest extent permitted under applicable laws, the parties agree that CENENERGY shall not be liable for (i) loss of profits; (ii) loss of revenue; (iii) interruption of operating and/or operating losses; (iv) loss of Customers or agreements; (v) loss of an opportunity; (vi) increase in (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, whether such loss/costs were foreseeable and/or CENENERGY has been advised of the possibility of such loss/costs.

c. The parties agree that CENENERGY is not liable for any damage caused by the Materials/Services supplied by it to any other, whether or not connected, good or service and/or by any action he or his appointee takes that is related to and/or has any effect on any other, whether or not connected, well, service, hardware, software, data, networks, modems, internet, or other.

The services mentioned in the Agreement are performed by CENENERGY as an obligation of means, to the best of its ability and within the technical limitations.

e. Nothing in this Section shall limit CENENERGY's liability for its willful misconduct, fraud, deceit, death or personal injury resulting from negligence, or for any other liability that cannot be validly excluded under applicable laws.

Article 15: Suspension & Termination

If the Customer does not, does not comply properly or on time with the payment conditions or with any other obligation of the Agreement, as well as in the event of bankruptcy, termination, liquidation or a similar situation, CENENERGY may, by operation of law, without any prior notice of default, without notice period, the execution of its suspend obligations until payment of the expired invoice or until the performance of the obligation, or declare the Agreement dissolved due to breach of contract, without prejudice to CENENERGY's right to compensation. The termination is always at the expense and risk of the Customer.
In the event that the Customer is granted a suspension of payment by judgment in the context of a judicial agreement or similar situation, the non-execution exception, the aforementioned express objection and the tacit resolutive clause shall continue to apply under common law.
If several Materials and/or Services are grouped in one Agreement, CENENERGY is, in the aforementioned cases, entitled to terminate/suspend the Agreement in its entirety or in part for one or more Materials and/or Services separately.

Article 16. Express resolutive clause

If the Customer fails to fulfil one of its obligations, however minor, (including in the event of non-punctual payment) and does not remedy this non-compliance within 8 days after notice of default, CENENERGY remains entitled to either demand the execution of the Agreement or to dissolve the Agreement, whereby CENENERGY claims a fixed compensation calculated as follows:

i. In case the Agreement concerns the sale of Materials: 30% of the total purchase price, plus installation costs, costs associated with normal wear and tear and any repair costs of the Product, costs for non-recoverable materials which is estimated as follows:

- forced take-back during the first month: 25%

- forced take-back during the second and third month: 35%

- forced take-back during the fourth, fifth and sixth months: 45 %

- forced take-back during the seventh to twelfth month: 50 %

- forced take-back after the twelfth month: 75 %

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

Unless otherwise agreed, in the event of dissolution, the Customer is obliged to return the Materials to CENENERGY at his expense within 48 hours of the dissolution of the agreement. If the Customer fails to do so, CENENERGY is entitled to take back the Materials or have them taken back, without formalities and at the expense of the Customer.
The foregoing applies 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 execution or cancel the Agreement for reasons of Force Majeure or other circumstances beyond its control, including natural disasters, war, insurrection, fire, earthquake, explosion, flood, strike, lockout, injunction or telecommunications, electrical failure or power failure, or the unavailability of services, personnel, products or materials.

Article 18. Transfer

Unless CENENERGY has given its prior written consent, the Agreement and the rights and obligations stated therein are not transferable in whole or in part by the Customer. With the prior written consent of CENENERGY with a transfer of an Agreement by the Customer, the transferee undertakes by operation of law to pay in solidarity with the transferor of all on the date of entry into force of the transfer to CENENERGY sums due by the transferor from the Agreement in principal and incidentals. The transferor will also be charged a fixed administrative fee of EUR 150.00 per transferred Agreement, increased by EUR 25.00 per Product from the 2nd Product onwards.
CENENERGY is always entitled to transfer or pledge the Agreement and/or rights and/or obligations stated therein and/or resulting claims, fees, including all accessories, in whole or in part, as well as the ownership of relevant Materials, to a third party (including its financial partner).

Article 19. Applicable law and competent court

All disputes to which the Agreement may give rise fall within the exclusive jurisdiction of the courts of Antwerp antwerp. However, CENENERGY reserves the right to sue the Customer before the court of his registered office or domicile.
Only Belgian law applies, without giving effect to any other choice of law clause or to the conflict of laws rules (Belgian or other), including the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention 1980) that would designate another law as applicable.

Article 20. Miscellaneous provisions

If a provision or part thereof is unenforceable, it shall, to the extent required, be deemed not to be part of the General and/or Additional Terms and Conditions and the unenforceability shall not affect the validity of the remaining provisions of the General and/or Additional Terms and Conditions that remain in full force and effect. Any invalid provision will be re-interpreted or modified in such a way that the intended economic objective can be achieved.
The Customer authorizes CENENERGY to send any publicity regarding Materials, Services and/or activities of CENENERGY, including by electronic data.
CENENERGY is entitled to store and process all data relating to the Customer for the purpose of executing the Agreement in execution with the applicable legislation. See also article 13 for the processing of personal data.
Obligations that by their nature are intended to continue even after the expiry of an Agreement shall continue to exist. These obligations include: prices, payments, liability, data protection, confidentiality, applicable law and competent court.
All communications, notifications, agreements, documents or others are legally transmitted by CENENERGY to the Customer's address specified in the Agreement, even by e-mail or any other form of electronic communication.