CGV

1. Scope of application

These general conditions of sale are applicable to all orders placed by the buyer with the seller and to all our sales contracts, including any provision of ancillary services. These general conditions of sale exclude, in the absence of written acceptance by the seller, all the general and particular conditions of purchase of the buyer. No derogation from these general conditions of sale will be accepted without written confirmation from the seller. Any order will be accepted by the seller only by the written confirmation of it to the buyer or by the actual delivery of the products. Unless proven otherwise, the buyer acknowledges having received a copy of these general conditions of sale.

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2. Price and payment

Unless otherwise stated, our prices are exclusive of VAT. The sale price is the price indicated on our rates in force on the day the sale is concluded or the order is placed. In order to pay for the products sold, the seller reserves the right to require the constitution, at his choice, of additional guarantees, such as in particular, payment by draft, the delivery of a certified check or the establishment of a bank guarantee. The buyer authorizes the seller to revise the agreed global price up to a maximum amount of 80% of this price according to the increase, between the conclusion of the sale and its execution, of the real cost of the following parameters: goods, raw materials, wages, energy and price changes between the currency of purchase of the raw materials and/or goods and the currency of sale of the products, provided that these parameters apply up to the part of the price corresponding to the cost that they represent.

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Unless otherwise stipulated, all our invoices are payable in Euro, at the seller's head office. Any complaint relating to the invoice must be notified to the seller at the latest within 15 days of receipt, otherwise it will not be taken into account. In the event of non-payment of any invoice by the due date, the buyer will be liable to the seller, by operation of law and without prior notice, for interest in an amount equal to the following rate: the rate mentioned in article 5 of the law of 2 August 2002 concerning the fight against late payment in commercial transactions, i.e. 10% of the invoiced amount. Any invoice not paid by the due date will result in the deduction, by operation of law and without notice of default, of a fixed amount of principal, interest and expenses with a minimum amount of 250 EUR. In the event of judicial recovery of any invoice, the buyer will, in addition, be liable for reasonable collection costs, such as lawyer fees and internal management costs that would exceed the amount of this fixed compensation. In the event of non-compliance by the buyer with a single payment deadline, for any reason whatsoever, all subsequent payments will be made when the Civil Code order is placed.

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3. Delivery

Our products are delivered to the purchaser at the purchaser's head office or operational headquarters. Consequently, the seller bears the transport and the risks associated with the products until they are taken possession by the buyer and, failing that, as soon as they are made available to him. In the event that the buyer designates another place of delivery, the collection and, where applicable, the storage of the products will be carried out at his risk and expense. Delivery times are indicative. Any delay in delivery may not lead to the termination of the sales contract by the seller or the buyer. In addition, the seller has the right to refuse to sell his products based on the availability and sufficiency of his stocks, or for any other legitimate reason, and retains the right to make partial deliveries.

For all installations, a standard rate of EUR 150 excluding VAT applies. An identical rate applies for any uninstallation.

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4. Retention of title

WeNap remains the sole owner of the intellectual property rights on its creations and achievements. The creations and achievements of WeNap can only be used by the customer within the framework of agreements concluded with WeNap, except by prior agreement. The products delivered remain the property of the seller until full payment of the price, including late payment interest and possible compensation. In the absence of payment of the price by the due date, the seller has the right to take back the products at the expense of the buyer. The buyer undertakes to notify the seller of any seizure made by a third party on the products sold whose price has not been paid in full. Likewise, the buyer undertakes to immediately inform the seller in the event that the products delivered and unpaid are located in premises rented by the buyer.

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5. Guarantee

Any complaint of an apparent defect or lack of conformity affecting the products delivered must be notified to the seller within 7 days of delivery of the products. Any denunciation of a hidden defect in the products delivered must be notified to the seller within 15 days of the discovery of these defects by the buyer or from the moment when he could reasonably have discovered them. Any legal action relating to hidden defects must be brought within 30 days from the discovery of the defects by the buyer, or from the day on which he could reasonably have discovered them, or from the day the negotiations for an amicable settlement failed. No product can be returned to the seller without the prior written consent of the seller. For a period of 5 years from the delivery of the products, the seller's warranty is limited exclusively to either the repair or replacement of defective products and accessories, or to the return or reduction of the invoiced price, without any other compensation. In addition, the seller's liability is excluded in the event of damage caused jointly by a defect in the products delivered and by the fault of the victim or a person for whom the victim is responsible. The warranty expires after this 5-year period.

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6. Termination and contractual non-performance by the seller

In the event of unilateral termination of any sale by the buyer, the buyer is liable to the seller, as compensation for withdrawal, for a sum equal to 30% of the value excluding VAT of the sale price. Each party will have the right, after a formal notice that has remained unsuccessful for 15 days, to automatically terminate the agreement in the event that the other party fails to perform all or part of its obligations, without prejudice to the right of resolution provided for in article 5. Except in cases of force majeure and without prejudice to the preceding paragraph, in the event that the seller fails to perform any obligation under the agreement causing harm to the buyer and after receiving a formal notice that he did not respond to for 15 days, the seller will be liable to the buyer for compensation equal to 10% of the amount of the value excluding VAT of the order.

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7. Force majeure

The occurrence of any event, such as in particular, any interruptions in production, transport or delivery, strikes, lockouts, embargoes, wars, terrorist attacks or consequences of attacks, shortage of raw materials, epidemics, bad weather and more generally, any event of a similar nature affecting the parties or their suppliers and affecting the parties or their suppliers and delaying or making impossible the performance of their respective obligations, suspends the performance of their respective obligations. The party invoking such an event will notify the other party as soon as possible of the proof of its occurrence. The execution of its obligations will be suspended until notification of the end of the event is notified, it being understood that neither party may claim any compensation from the other party. The parties will make every effort to reduce the difficulties and/or damages caused. If the force majeure lasts longer than 60 days, the parties will make every effort to renegotiate the subsequent execution of the sales contract. In the absence of agreement, each party will have the right to terminate it by notification sent to the other party.

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8. Protection of privacy

The purposes of the processing by the seller of personal data received from the buyer are: the execution of this agreement, the administration of customers, the promotion of the seller's products and services, the establishment of personalized information and direct marketing campaigns, including by means of email. At any time, the buyer has the right to access, control and rectify personal data concerning him free of charge in accordance with the law of 8 December 1992 relating to the protection of privacy with regard to the processing of personal data. The data controller is the managing director of the seller.

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9. Generalities

The nullity or inapplicability of one of the clauses of these general conditions cannot affect the validity or the enforceability of the other clauses. The fact that the seller does not take advantage of these general conditions of sale at a given time cannot be interpreted as a renunciation to take advantage of them later. Any communication or notification between parties will be validly made by registered letter, fax, email with acknowledgement of receipt, for the seller, at his head office and for the buyer, at his head office or home.

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10. Applicable law and jurisdiction

These general conditions are governed by Belgian law, even in the event of warranty claims. Any dispute relating to the formation, execution, interpretation of these general conditions of sale and which cannot be resolved amicably, is subject to the exclusive jurisdiction of the courts of Brussels, unless the buyer is acting for non-professional purposes, in which case, the dispute is subject, at the choice of the applicant, to the jurisdiction of the courts designated by article 624, 1°, 2° or 4° of the Judicial Code.

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