General terms and conditions of sale

Article 1 – General

1.1 Eleantis NV (hereinafter Eleantis), with registered office at 3545 Halen, Industriepark 1231, is registered in the Crossroads Bank for Enterprises (CBE) under number 0438.581.144.

1.2 Only these terms and conditions apply to the relationship between Eleantis and the client, who acknowledges and accepts them upon placing an order. The client expressly declares that its own general terms and conditions do not apply to the relationship with Eleantis. If an explicit written preference is given for a deviation from these terms or for a special agreement, these terms shall continue to apply at least on a supplementary basis.

Article 2 – Quotes and Price Estimates – Formation of the Agreement

2.1 Quotes and price estimates are made under all reservation and are without obligation on the part of Eleantis. Quotes and price estimates are always valid only for the period stated therein, in principle 14 days after their preparation. Cabling works and copper prices stated in quotes and price estimates are day prices and are valid in principle for a period of 24 hours after preparation of the quote or price estimate. No rights may be derived from past quotes or price estimates for future orders.

Eleantis is entitled to charge a cost of .... EUR for the preparation of a quote or price estimate. If the quote is confirmed for agreement, this amount will be offset against the total amount of the order.

2.2 Eleantis regards as its client the natural person or legal entity that has entrusted the order to Eleantis, unless it has been expressly communicated that the person is acting on behalf of a third party, and provided that the name, address and company number of that third party are communicated to Eleantis at the same time. Anyone who places an order on behalf of a legal entity is jointly and severally liable with the legal entity in whose name they act.

2.3 Upon receipt of the order or the signed quote and/or price estimate, Eleantis is entitled to charge a deposit of 30%. Once the deposit has been received by Eleantis, the works will be commenced or the order will be placed.

2.4 Any cancellation of an order by the client must be made in writing. It is only valid upon express acceptance by Eleantis. In the event of acceptance of the cancellation, the client owes, in addition to compensation for services already rendered and goods and materials already ordered and/or delivered, a fixed penalty of 30% of the total amount, unless Eleantis can demonstrate higher damages. If the cancellation occurs less than 14 days before the scheduled date of execution, the client owes compensation equal to the total amount of the order.

2.5 Any modification to part of the quote or price estimate at the request of the client must be made in writing and will give rise to a new quote or price estimate, at the sole discretion of Eleantis, which is in that case entitled to adjust the timeline and/or rate or to modify the order accordingly.

2.6 Additional works may be proven by all legal means. Any request for additional works at the request of the client may give rise to a supplementary quote or price estimate, at the sole discretion of Eleantis, which is in that case entitled to adjust the timeline and/or rate or to modify the order accordingly. If a supplementary quote is drawn up, it must first be signed before its execution can proceed.

Article 3 – Performance of the Agreement

3.1 Eleantis applies the necessary care to the execution of the orders entrusted to it and is only bound by an obligation of means. Delivery and/or execution timelines are provided for information purposes only and are therefore not binding on Eleantis, unless expressly agreed otherwise between the parties.

Delays in execution can never give rise to penalties, damages, dissolution of the agreement, or refusal to accept the order as delivered.

In the event of a delay in execution, the originally planned timeline will be extended by a period equal to the duration of the suspension of works and the time needed to restart them. Delays in delivery and/or execution cannot give rise to a price reduction.

The principle of price reduction is expressly excluded.

3.2 The client must ensure that works can commence immediately. The site must be cleared and accessible. Direct or indirect costs resulting from lost time are borne by the client.

3.3 Partial deliveries and/or executions are permitted. Eleantis reserves the right to invoice these partial deliveries and/or executions as the works progress.

3.4 During the execution of the works, work orders will be drawn up, which will be provided to the client together with the invoice. The delivery of goods or the execution of the order itself shall constitute definitive and irrevocable acceptance of the delivered goods or the executed works, unless the client protests by registered letter within 48 hours of delivery or execution.

The unconditional payment of deposits or invoices shall be deemed definitive and irrevocable acceptance of the works to which the payment relates.

The full or partial commissioning of the installation on which the works are carried out shall be deemed definitive and irrevocable acceptance of the works.

3.5 The client shall provide Eleantis, at every stage of the performance of the agreement, with all data considered necessary for the performance of the agreement in a timely manner. If such required data is not provided to Eleantis in time, Eleantis has the right to suspend the performance of the agreement and/or to invoice the client for any additional costs arising from the delay.

3.6 Eleantis reserves the right to dissolve the agreement by operation of law and without prior notice of default if there are objective reasons demonstrating that the solvency and/or liquidity position of the client is at risk (e.g. due to bankruptcy, judicial reorganisation, manifest insolvency, overdue payments to Eleantis or third parties, collective debt settlement obtained by the client, technical deficiencies, etc.).

3.7 If, after confirmation of the order and before or during delivery, Eleantis learns of circumstances under which the arrangements no longer appear sufficiently secure, Eleantis has the right to demand advance payment or a guarantee, or where appropriate to cancel the agreement without any right to compensation on the part of the client.

Article 4 – Price

4.1 The agreement is concluded at the prices stated in the quote or price estimate and the payment method specified therein, except in the case of mutually agreed deviations from the original quote or price estimate confirmed by Eleantis. If no prices have been agreed, invoicing will be based on an hourly rate. However, the price shall be increased if, between the period of entering into the agreement and the date of delivery of the goods and/or services, wages or other components that may influence the price (including tax rates, social charges, etc.) undergo an increase.

4.2 All prices are exclusive of VAT and other costs (taxes, insurance, etc.), unless explicitly stated otherwise. VAT is borne by the client.

Article 5 – Payment

5.1 Unless otherwise agreed in writing, Eleantis invoices are payable in cash at the registered office.

5.2 Any invoice whose amount has not been fully settled by the due date shall automatically be increased by a fixed and non-reducible penalty equal to 10% of the amount due, with a minimum of €250.00, without any notice of default being required. In addition, default interest shall automatically be due equal to the statutory interest rate in accordance with the Law of 2 August 2002 on combating late payment in commercial transactions, without any prior notice of default being required. Any month commenced shall be counted as a full month. Partial payments will first be applied to cover costs, interest and damages, and then deducted from the principal balances.

5.3 In the event of non-compliance with the agreed payment terms, all outstanding invoices and/or debts become immediately due and payable, and Eleantis has the right, without any notice of default or judicial intervention, to suspend further deliveries and/or services, or to consider the agreement dissolved, without prejudice to its claim for compensation.

5.4 Without prejudice to the provisions of Article 7, the client must, in the event of a dispute, protest Eleantis invoices by means of a reasoned registered letter within 8 calendar days of receipt, on pain of forfeiture.

Article 6 – Force Majeure and Changed Circumstances

6.1 If Eleantis is unable to fulfil the order due to force majeure, including accidents, illness, fire, war, strikes, lockouts, uprisings, delays by suppliers, lack of transport, etc., Eleantis has the right to terminate the agreement without any further compensation to the client.

6.2 If Eleantis has already partially fulfilled its obligations at the time force majeure occurs, or can only partially fulfil its obligations, Eleantis is entitled to invoice the portion already completed separately, and the client is obliged to pay this invoice as if it were a separate agreement.

6.3 If circumstances arise that were reasonably unforeseeable and unavoidable at the time of accepting the quote or price request, and which make the performance of the agreement financially or otherwise more burdensome or difficult than normally anticipated, such circumstances do not entitle the parties to request revision or dissolution of the agreement. The agreement shall be binding on the parties. The parties are not able to deviate from this.

Article 7 – Complaints and Warranty

7.1 All complaints relating to the execution of the order must be reported in writing to Eleantis within 8 calendar days. Hidden defects must be reported in writing immediately upon discovery. Any complaint not reported in time shall result in the forfeiture of any right to repair or replacement. Acknowledgement of a complaint by Eleantis shall not be regarded by the client as an indication that Eleantis considers the complaint timely or justified.

7.2 In the event that defects arise and are reported in time, Eleantis has the choice to remedy the defects in accordance with the agreement or to pay compensation. The client is not permitted to have a defect repaired by itself or by a third party before giving Eleantis the opportunity to carry out the repair within a reasonable period of time.

7.3 The compensation for which Eleantis may be liable under this agreement, whatever the cause, nature or subject of the claim, shall amount to a maximum of 20% of the invoiced value of the quote or price estimate. If the client believes it is entitled to such compensation, it must prove the defects and its damages in a contradictory manner. It is not permitted to withhold or defer payment of outstanding invoices.

7.4 Eleantis is only liable for damage that is the direct and demonstrable result of a shortcoming attributable to it. Eleantis cannot under any circumstances be held liable for any other forms of damage, such as business damage, damage due to delay, loss of use or loss of profit. The liability of Eleantis is in any event limited to 20% of the total amount included in the quote or price estimate.

7.5 The client is liable for any damaging event occurring at the place where the agreement is performed and/or to the goods, employees or subcontractors of Eleantis and the materials of those persons, arising from the client's own fault and/or the faults of persons for whom the client is responsible or third parties admitted to the site by the client.

7.6 Eleantis is not liable for:

• loss, theft, depreciation or damage to goods entrusted to Eleantis by the client;
• damage and costs arising from the careless or premature commissioning of the installation;
• damage caused directly or indirectly by lack of maintenance or improper use of the installation;
• damage caused directly or indirectly by failure to comply with the safety regulations relating to the installation.

Article 8 – Transfer of Rights

8.1 The client becomes the owner of, or obtains the right of use to, the delivered services and products only from the moment it has fulfilled all its obligations towards Eleantis. Eleantis retains full ownership of the delivered goods until the moment of full payment of the prices charged, possible interest, damages and costs. This retention of title is an essential element of the agreement concluded between the parties, without which Eleantis would not have contracted. Eleantis expressly reserves the right to reclaim unpaid deliveries, wherever they may be, without any recourse or objection by the client.

8.2 During this period of retention of title, the client assumes the duties and responsibilities of custodian of the delivered goods and accordingly undertakes to store and insure them against all causes of damage, destruction, theft, fire, loss, etc.

8.3 Notwithstanding the retention of title, the risk in respect of goods passes to the client at the moment the client pays the deposit.

Article 9 – Intellectual Property

9.1 Documents provided to the client before or after the conclusion of the agreement are protected by copyright and remain the property of Eleantis. They may not be used, copied or reproduced by the client without the consent of Eleantis. The source files developed by Eleantis are protected by copyright and are in principle not made available to the client.

9.2 Full ownership of intellectual property rights in the concepts and designs provided by Eleantis remains with Eleantis, unless expressly agreed otherwise in writing.

9.3 Eleantis is at all times entitled to refer to the delivered services and/or products on its website and social media for promotional purposes, mentioning the identity details of the client, unless expressly agreed otherwise.

Article 10 – Non-Solicitation

10.1 The client undertakes not to:

• induce or attempt to induce any person who is a customer, supplier or contracting party of Eleantis to terminate, substantially reduce or conduct business with Eleantis under less favourable conditions for Eleantis;
• recruit or otherwise engage any employee or self-employed associate of Eleantis as a self-employed person or in any other capacity, or induce them to leave Eleantis.

10.2 The non-solicitation obligations as set out in this Article 10 are geographically limited to Belgium.

10.3 If the client breaches any of the provisions of this Article 10, the client shall be liable to pay compensation to Eleantis, fixed at a lump sum of €5,000.00 per breach, without prejudice to the right of Eleantis to claim additional compensation if it can demonstrate that its damages exceed the aforementioned sum.

If any of the provisions of this Article 10 were to exceed the legal limits regarding duration, territory, subject matter or any other legal restriction, the parties agree that neither the entire provision nor parts thereof shall be invalid or void, and they shall limit such provisions to the most extensive non-solicitation clause permitted by law.

Article 11 – Privacy

11.1 For the performance of the agreement, Eleantis needs the following data from the client: name, address, telephone number, email address, billing details and property information. Eleantis is responsible for the processing of this data. The processing of this data is necessary for the performance of this agreement, including the execution of the order, invoicing and marketing, and will not be used for other purposes.

11.2 In certain circumstances, Eleantis is required to disclose the client's personal data. This occurs when required by law, regulation or legal proceedings, or when requested by government authorities in the context of law enforcement actions, or when Eleantis considers it necessary to disclose the client's personal data to prevent damage or financial losses in the context of an investigation into fraud or other illegal activities, or when necessary for the performance of the agreement as concluded with the client.

11.3 If Eleantis sells or transfers all or part of its activities or assets, it reserves the right to also transfer all personal data of the client. In that case, Eleantis will make every effort to inform the client thereof and to ensure that the party receiving the personal data also uses it in accordance with this article. In such a case, the client should direct any further questions to the recipient of the personal data.

11.4 The client has the right to access its data at any time and to correct it where necessary.

11.5 Eleantis maintains an appropriate administrative, technical and physical security policy under which the client's personal data is protected against accidental, unlawful or unauthorised destruction, loss, alteration, access, disclosure or use.

Article 12 – Miscellaneous and Dispute Resolution

12.1 These general terms and conditions of sale do not in any way affect the exercise by Eleantis of all other legal or contractual rights to which it is entitled.

12.2 The client is prohibited from transferring its rights and obligations under the agreement concluded with Eleantis without the prior written consent of Eleantis. Any unauthorised transfer shall be null and void by operation of law.

12.3 Any failure by Eleantis to enforce the provisions of these general terms and conditions of sale shall not imply a waiver of or renunciation of the application of this or any other provision.

12.4 The invalidity of one or more provisions of these general terms and conditions of sale does not affect the application of the other provisions.

12.5 In the relationship between Eleantis and the client, only Belgian law applies. Any dispute will be submitted by Eleantis to the courts of the district of Antwerp, division Hasselt, without prejudice to the right of Eleantis to take legal action before the courts of the client's jurisdiction.