STANDARD TERMS AND CONDITIONS OF SALE

1. Applicability 

 1.1. Our sales terms and conditions apply to all order confirmations and agreements between the buyer and seller, with the understanding that the application of the buyer's general terms and conditions is rejected.

1.2. Deviations from these conditions are only binding when confirmed in writing by the seller. 

 1.3. In case of discrepancies between these conditions and the agreements made in the contract or order confirmation, only the agreements with the buyer as agreed upon in the contract or order confirmation apply.

2. Formation of the Agreement

2.1. An agreement between the buyer and seller is only concluded by placing an order by the customer and the written confirmation of this order by the seller.  

Changes to the order are only enforceable after written confirmation by the seller.

2.2. Cancellation of an order is generally not possible unless mutually agreed upon by the buyer and seller, and in any case, gives rise to the obligation to pay a lump-sum compensation equal to 10% of the value of the order.

3. Price

3.1. All prices stated in the quotations and the agreement are expressed in euros and exclude VAT and other levies, unless otherwise indicated.

3.2. The prices of the products are "ex warehouse," unless otherwise agreed upon.

3.3. Voltixx reserves the right to adjust its prices in accordance with market fluctuations, even if these adjustments were not foreseen in the order or purchase. It will communicate these adjustments to the customer at least two weeks in advance, after which they will be applied to ongoing or already executed orders. 

4. Payment Terms

4.1. Invoicing takes place after acceptance of an order and may include the obligation to pay one or more advances. In case of non-payment, the seller reserves the right to postpone the delivery or cancel the order, reserving the right to demand payment of a cancellation fee.

4.2. Payment of the invoice must be made within the payment term stated on the invoice, failing which the seller is entitled to charge default interest as determined by the law of 8.08.2022, as well as the application of a lump-sum compensation equal to 10% of the total invoice amount as shown in the orders.

4.3. Late payments or credit overruns give the seller the right to suspend or cancel the delivery of the order in whole, without the buyer's right to compensation. 

4.4. Voltixx always has the right to offset invoices from and to the buyer.

4.5. The buyer has no right to set-off and/or suspend any payment obligation against Voltixx.

4.6. In case of liquidation, bankruptcy, or filing of a GRP by the buyer, the placed orders are automatically terminated and canceled by the seller without any compensation being owed by him.

5. Delivery  

5.1. All delivery times are indicative and may be changed by the seller, but the seller will always make every effort to respect these deadlines.

5.2. Deliveries are always made in the presence of the buyer or its agents. In case of absence, the seller reserves the right to unload and deliver the Products at the risk of the buyer. Voltixx cannot be held liable for any damage resulting from destruction and/or theft of the goods.

5.3. The seller delivers the goods as agreed upon in writing with the buyer. Given the speed of technological developments in the field of the products, the seller always has the right to deliver other technically equivalent or newer versions of the ordered goods when this is not otherwise possible for practical or commercial reasons.  

Deviations from what was agreed upon in the quotation or agreement in no way entitle the buyer to dissolve the agreement, unless the deviations are of such a nature that it cannot reasonably be considered a technically equivalent product.

5.4. The seller is entitled to deliver the goods at different times.

5.5. Upon delivery, the buyer is obliged to subject the ordered goods to a meticulous inspection. All identified defects must be reported to the seller in writing within a period of 5 days.

6.  Assumption of Risk

The risk with regard to the delivered products passes to the buyer at the moment the goods are delivered to the address specified by the buyer.

7.  Retention of Ownership

7.1. All ordered and whether or not delivered goods remain the property of the seller until the moment the buyer has fulfilled all its payment obligations arising from the orders or agreement.

7.2. In the absence of payment for the goods, the seller has the right to retrieve the already delivered goods, with the buyer granting the seller permission to receive them at any location they are located, even outside the buyer's premises. 

The buyer undertakes to cooperate fully in the recovery of the goods.

8. Force Majeure

8.1. The seller is entitled to invoke force majeure if the execution of the agreement, in whole or in part, whether or not temporarily, is prevented or made difficult by circumstances that, in all reasonableness, should not be for the risk of the seller.  

Examples include delayed delivery by the seller's suppliers, accidents, transport disruptions, delay due to traffic situations, government measures, strikes, and business disruptions.

8.2. In case of force majeure on the part of the seller, its delivery and other obligations are suspended. In case of permanent impossibility, the seller has the right to terminate the agreement without any obligation to pay damages.

8.3. If at the onset of force majeure, the seller has already partially fulfilled its obligations, it is entitled to separately invoice the already delivered or deliverable part to the buyer.

9.  Product Liability

9.1. The seller rejects all claims for product liability against the buyer. A warranty scheme is offered by the manufacturer of the ordered goods. In case of identified defects, the seller will forward the complaints of the buyer to the manufacturer, after which they will mutually settle these damage cases.

9.2. Warranty claims do not suspend the payment obligations of the buyer.

9.3. All warranty regulations can be requested by the buyer from the seller.

9.4. Excluded from the warranty scheme are any color differences in the goods, network errors, network and connection problems arising from the internet installation of the buyer, damage to (parts of) the Products caused by fire, explosion, flooding, direct and indirect lightning strikes, earthquakes and/or volcanic eruptions, nuclear reactions, war, danger of war, riots, animals, hail, tornadoes, eddy currents, sandstorms, short circuits, misuse, improper use, non-professional and regular maintenance, contact with chemical gases or liquids, vandalism, theft, civil unrest, and/or any alterations made to the Products.

9.5. An absolute condition for reporting a warranty case is the submission of an original purchase invoice by the buyer.

10. Liability and Indemnification

10.1. For defects in delivered goods, the warranty as described in article 9 of these terms and conditions applies.

10.2. The seller can never be held liable for damage arising from attributable shortcomings, unlawful act (whether or not in the performance of the work), or liability on any other legal grounds.  

Liability for all direct and/or indirect damage of the buyer or third parties, including consequential damage, delay damage, or loss of profit, is always excluded, except in case of intent or gross negligence.

10.3. The seller is never liable for damage caused by goods or products supplied to her by third parties and subsequently delivered by her to the buyer.  

10.4. The buyer will at all times indemnify the seller against claims from third parties related to the sale, delivery, or installation of the goods by the buyer.

10.5. In case the seller is obliged to pay compensation to third parties, this compensation will never exceed the invoice value of the delivered goods to the customer, or those for which she has taken out insurance.

10.6. Damage that may be eligible for compensation must be reported as soon as possible, but no later than within five days of its occurrence, in writing. A late notification leads to the expiration of all liability.

11. Intellectual Property

11.1. All intellectual rights to the trade name Voltixx belong exclusively to the seller.

11.2. The buyer is not allowed to use these rights for its own purposes, alienate them, rent them out, or encumber them with rights, unless this has been agreed otherwise in writing or arises from its right to commercialize the purchased goods.

12. Termination and Dissolution

12.1. The seller reserves the right to unilaterally terminate the agreement without prior notice in the following cases, which make any further cooperation with the buyer impossible:

The buyer does not fulfill one of its obligations towards the seller in a timely or proper manner,  

The seller is informed by independent sources that the buyer is experiencing liquidity problems. The buyer will always be informed of this and has the right to prove the opposite within a period of 5 days after receiving an official notification from the seller.

The buyer has applied for protection against its creditors (GRP)

The buyer is declared bankrupt;

The buyer is subject to seizures or seizures by third parties.

12.2. In case of termination as provided for in art. 12.1., the buyer will in any case be obliged to pay for the goods already received and delivered.

13. Dispute Resolution

13.1. Only Belgian law applies to all Agreements concluded between the seller and buyer and the resulting legal relationships.

13.2. All disputes between the buyer and the seller will be exclusively settled by the Commercial Court in Ghent.