Article 1 - Definitions
1.1 Company: the company with the company name “Solspiration BV, also known as “Hulasol”, with its registered office at Koning Leopoldlaan 9A, 2870 Puurs-Sint-Amands, SME number 0550.959.208, email: email@example.com and firstname.lastname@example.org, tel. 003234858290
1.2 Customer: every natural person or legal entity, consumer or otherwise, who purchases a Product (online) from the Company
1.3 Customer-Consumer: any Customer who is a natural person and who purchases a Product for purposes that are not his professional or commercial activity.
1.4 Product: any product offered for sale by the Company through the Company's website.
1.5 Website: the Company's website, www.hulasol.com where the Products are offered for sale
Article 2 - Scope of application
2.1 These general terms and conditions apply to any purchase of a Product by the Customer from the Company.
2.2 By placing an order, the Customer indicates that he agrees with these general terms and conditions and his own general terms and conditions are excluded.
2.3 The invalidity of a provision of these terms and conditions does not affect the other provisions.
Article 3 - Offers and formation of the agreement
3.1 The offers stated on the Website are valid during the period stated on the Website, and in any case only as long as stocks last.
3.2 The Company endeavors to display all Products on its Website as accurately as possible. However, deviations are possible. The usual tolerances apply to all catalogs, images, photos and technical specifications - such as data concerning weight, dimensions, colors, etc. - on the Company's Website. These are indicative and cannot give rise to compensation or dissolution of the agreement.
3.3 The agreement between the Company and the Customer is concluded when the Customer has placed an order and the Company has sent an order confirmation. An order irrevocably binds the Customer. The Company reserves the right to cancel the order if the Customer fails to meet its payment obligation in time.
Article 4 - Prices
4.1. The prices are stated in EURO, including VAT and other taxes for deliveries of a Product in Belgium, as well as excluding VAT and taxes for deliveries outside Belgium; depending on the country of destination, the price is detailed in the quotation; the costs for any (urgent) delivery and transport costs are not included.
The prices are calculated on the basis of the daily rate of raw materials, wages and social security charges. The Company reserves the right to adjust them in accordance with the above, in accordance with the following price revision clause:
p = invoice price
P0 = first basic price on order confirmation date
M0 = price of ……… (a certain raw material) on the order confirmation date taken from ……… (a certain publication,
M = price of the same raw material on the invoice date
S0 = the reference hourly wage plus the social security charges in the metalworking industry (national or regional average), recognized by the Federal Public Service for Economy, SMEs, Self-employed and Energy and published by Agoria on the order confirmation date
S = the same wage on the invoice date
a – b – c = are replaced by the coefficient values
4.2 Price reductions, discounts and special offers are only valid for the duration as stated in the offer on the Website or while stocks last.
4.3 Prices in the stated offers and orders are exclusive of VAT and exclusive of shipping costs, unless stated otherwise.
4.4. The Company cannot be bound by price indications, offers and orders if these or any part thereof contain an obvious mistake or error.
4.5 Prices of offers, quotations and/or orders do not automatically apply to repeat orders.
4.6 If a price increase or price decrease of the ordered Product occurs after the conclusion of the agreement, this change will not affect the agreed price. Nevertheless, the Company is entitled to increase the price if this is the result of statutory regulations and provisions. If a price increase takes place after the conclusion of the agreement, the Customer can dissolve the agreement free of charge at any time.
Article 5 - Payment
5.1 Placing an order with the Company implies an obligation to pay on the part of the Customer.
5.2 The Company reserves the right:
- to request payment of an advance amounting to 40%, or the total amount, which is explicitly stated during the ordering process, or in the quotation.
- during the execution of the order, to request guarantees for payment from the Customer and, as long as this guarantee has not been provided, to suspend or cancel all its obligations without the intervention of the court by registered letter, without the Customer being able to claim compensation and without prejudice to the Company's right to compensation.
5.3 Any Customer who is not a Customer-Consumer must protest the invoice within eight working days, failing which the invoice has been irrevocably accepted.
All invoices must be paid into the Company's bank account as stated on its invoice within 14 days of the invoice date, without any deduction.
In the event of non-payment on the due date, interest is due by operation of law on the debt balance at 10% per year, without any warning or notice of default being required, until full payment is made.
In the event of full or partial non-payment of the debt on the due date, the debt balance will - by operation of law without prior notice of default - be increased by a fixed compensation of 10%, with a minimum of EUR 150, even if grace periods are granted.
Late payment of one invoice means that all other invoices, for which a payment term was granted, are immediately due and payable, without notice of default.
In the event of any non-payment, bankruptcy, suspension of payment, liquidation, attachment, summons to appear in court due to overdue payments, opening of a case with an agency to detect companies in difficulty, press reports about poor solvency, apparent insolvency of the Customer, etc., all outstanding amounts will be immediately due and payable, without notice of default being required, and despite pre-approved payment conditions and/or agreed staggered deliveries, while the Company has the right to suspend or cancel all its obligations by registered letter without judicial intervention, without the Customer being able to request any compensation and without prejudice to the Company's right to compensation.
5.4 In any case, the Company must have received full payment of the order before delivery, failing which delivery of the ordered Products cannot take place, unless deviating payment terms are explicitly agreed on.
5.5. The Customer is not permitted to transfer invoices without the prior written consent of the Company.
Article 6 - Retention of title and risk transfer
6.1 In all circumstances and contrary to Article 1583 of the Civil Code, the Company remains the exclusive owner of the Products sold to the Customer as long as the Customer has not paid the total amount due under the agreement. Until then, the Customer is obliged to ensure careful maintenance and may not alienate, encumber or rent out the Products in any way.
6.2 Without prejudice to the retention of title, all risks relating to the Products are transferred to the Customer at the time of delivery.
6.3 The Customer bears the risk of the Products and deliveries from the moment he receives notification by letter or email that the Products and deliveries are available at the Company's warehouses or at the place indicated in the Order Confirmation.
Consequently, the custody and delivery of the Products will be at the expense, risk and peril of the Customer, even in the case of carriage paid shipments. All shipments made by the Company are commissioned and under the full responsibility of the Customer. The freight price for the transport is always at the expense of the Customer. The risks and dangers of the transport are also at the expense of the Customer. The Customer bears full responsibility for any damage to the Products and deliveries. It is the Customer's responsibility to take out insurance against all risks that Products and deliveries may be exposed to during their storage in the warehouse, during transport or upon delivery.
Article 7 - Delivery
7.1 Unless stated otherwise, the Products will be delivered within the delivery period that is clearly indicated on the order confirmation for each product. For Customer-Consumers, delivery will take place within 30 days of receiving the order, unless this is not possible due to circumstances that cannot be attributed to the Company.
The delivery of Products within the specified delivery period is only a best-efforts obligation on the part of the Company. The delivery times are purely indicative, unless the order confirmation explicitly states they are essential. Late delivery cannot give rise to compensation or cancellation of the order.
7.2 If the Company has failed to fulfill its obligation to deliver the Products within the applicable period, the Customer will ask the Company to make delivery within an additional time period that is appropriate in the circumstances. If the Company does not deliver the Products within the additional time period, Customer-Consumers have the right to terminate the agreement.
7.3 If the Customer does not collect the Products from the Company's warehouse, but opts for dispatch/delivery, the Company will determine the method of dispatch, unless agreed otherwise.
7.4 If dispatch/delivery to the home or construction site has been agreed on, the Products will be delivered to the threshold of the ground floor.
7.5 If delivery has been agreed on and the Customer is not present on the agreed day, time and delivery address, or fails to provide information or instructions necessary for the delivery, the agreed Product will be presented again in consultation. Additional costs will be charged for this, which will amount to a maximum of twice the price initially agreed on. These additional costs must be paid prior to the next delivery. If payment of these additional costs is not made before the second delivery appointment, the Company will unfortunately not be able to proceed with a final delivery.
If the Customer refuses to accept the Products presented to him correctly and undamaged, or a part thereof, the Customer owes a cancellation fee of 60% of the agreed total price, unless the Products are not in stock and have already left the factory or Products that have been (tailor-made) or personalized in accordance with the specifications of the Customer. In the latter case, the Customer must pay the full invoice amount.
7.6 Unless explicitly different payment terms are agreed on, delivery can only take place after the Company has received full payment of the order.
7.7 In principle, the Customer is only responsible for the further installation of the Products. The Customer confirms that he always takes note of all accompanying information, installation and safety instructions for the Product. The user manual will always be sent with the Product and can also be found at www.hulasol.com.
At the explicit request of the Customer, the Company can carry out the installation at a separate price.
Article 8 - Conformity - liability - warranty
8.1 The Customer is obliged to examine the delivered Products at the time of delivery.
8.2 Each Product supplied by the seller is subject to a minimum warranty of two years from the day of delivery and is limited, at the option of the seller, to either repair of the Product, the replacement of the Product or a tailor-made solution.
8.3 A repair or replacement of a part within the warranty period can never exceed the original price of the Product.
8.4 Any loss of enjoyment will not be compensated. The conventional warranty does not affect the consumer's rights under Belgian legislation on the sale of consumer goods.
8.5 The consumer benefits from a guarantee of conformity in accordance with the provisions of Articles 1649a to 1649g of the Civil Code. The consumer must notify the seller of any lack of conformity by registered letter within two months from the moment the consumer has established it or could reasonably have established it, under penalty of forfeiture.
8.6 The Customer, who is not a consumer, is obliged to take receipt of the goods immediately upon delivery and to check them thoroughly. Complaints about external damage to the delivered goods or non-conformity must be communicated verbally immediately upon delivery and confirmed to the Seller by registered letter within 24
hours. Otherwise, the goods are irrefutably accepted by the Customer.
8.7. The following are not considered a defect or non-conformity and are never covered by any guarantee/warranty:
- slight color differences, slight model changes, slight size differences;
- normal wear and tear;
- defects or damage resulting from incorrect, improper or abnormal use. Violation of the user manual is considered incorrect or abnormal use. The user manual will always be sent with the Product and can also be found at www.hulasol.com;
- burn holes, melt holes, as well as fabric deformation;
- if, without written permission from the Company, the Customer or third parties have made or attempted to make changes to the Products or have used them for purposes for which the Products are not intended;
- if the Customer was aware of the defect at the time of sale or if the lack of conformity results from the material supplied by the Customer;
- maintenance costs or cleaning costs due to insufficient maintenance of the Products;
- defects due to external factors such as penetration of water, sand, dirt, moisture, heat or cold, fire, lightning, natural disasters or natural phenomena such as hail, storm, thunderstorms, flood, etc. … ;
- scratches, superficial corrosion and wear as a result of use unless the Product is structurally weakened as a result;
- damage as a result of accidents;
- all other costs that are not explicitly provided for in this contractual warranty, - or in the statutory warranty, in particular the costs resulting from the inability to use the Product, such as reduced enjoyment, as well as consequential damage.
8.8 The Company also grants the following conventional warranty periods:
- 10 years for all hardware (aluminum, steel, stainless steel) only for damage caused by a construction or manufacturing defect.
- 5 years for the finishing layer, the powder coating
- 5 years for the textile for structural integrity. Under no circumstances will discoloration give rise to obtaining a new canvas free of charge.
- 5 years for the plastic parts.
- 2 years for the LEDs, electronics and battery: when the light output has deteriorated by more than 30% at the end of this warranty period.
8.9 The performance of contractual warranty work does not result in an extension of the warranty period, unless otherwise provided by law. The parts or instruments replaced under the contractual warranty become the property of the seller.
8.10 If the Product is resold, successive buyers will be able to make use of the remaining term of the warranty, provided the warranty conditions have been met by each of the users and owners of the Product.
8.11 The guarantee on the Products delivered by the Company is limited to the guarantee to which the Company by law is required vis-à-vis the Customer and, if applicable, by the guarantee given by the Company or the manufacturer of the Product delivered.
The guarantee for defective Products is limited exclusively to the delivery of replacement Products, repair of the Products or reimbursement of the sales price.
Under no circumstances will the Company be held liable if the delivered Products have not been paid for in full in accordance with the applicable payment terms.
8.12 The liability of the Company is in any event limited to compensation for foreseeable, direct and personal loss and the Company will in no event be liable for indirect or consequential loss. In any event, the Company's liability will be limited to the limits of the insurance policy.
8.13 The Products bear CE marking. If the Products are intended for use outside the European Union, the Customer is only responsible for verifying that the Products delivered comply with the regulations applicable in the destination country. The Customer will fully indemnify the Company against all third-party claims, regardless of the nature of the claim.
Article 9 - Right of withdrawal and cancellation
9.1 Customer-Consumers have the option to withdraw from the purchase within 14 days of delivery of the Product, except in the cases specified in Article 9.5.
In that case, the Customer-Consumer informs the Company (before the expiry of the withdrawal period) that he wishes to withdraw from the contract by either:
- sending the completed and signed withdrawal form to the Company at email@example.com
- or an unequivocal written statement, clearly stating the decision to withdraw from the contract, at firstname.lastname@example.org
The burden of proof of the withdrawal lies with the Customer-Consumer.
After the approval period of 14 calendar days after delivery has expired, withdrawal is no longer possible, even if the Product is not installed until later.
9.2 A Customer-Consumer who withdraws from the agreement must return the Products to the Company within 14 days of the day on which he notified the Company of his decision to cancel.
Except when the Company informs the Customer-Consumer it will collect the Products from the Customer-Consumer, the Customer-Consumer must return the Products himself or hand them over to the Company.
If the Company collects the Products, the Customer-Consumer must keep the Products in a safe and accessible place so that no additional devices or material are required and they do not have to be lifted from an upper floor or through a window.
The Products must be returned in perfect condition with all accessories, and in any case the following conditions must be met:
- The Products must be complete and in original condition;
- The Products must be clean, as received by the Customer;
- The Products must not be damaged;
- The Products may not have been built-in;
- The Products may not have been mounted;
- Supplied mounting material must be returned in the original packaging;
- The Products must be accompanied by the original manuals and accessories supplied;
- The Products must be provided with good packaging, preferably the original packaging, which may have been opened.
9.3 The Customer-Consumer is liable for Product depreciation that is the result of handling the Products beyond what was necessary to establish the proper functioning of the Products.
9.4 The costs associated with the return of a Product by the Customer-Consumer or collection of a Product by the Company are in any case at the expense of the Customer-Consumer.
The risk of any damage arising during the return shipment to the Company will be borne by the Customer.
9.5 Circumstances in which the Customer-Consumer does not have a right of withdrawal:
- For the delivery of Products that were (tailor-made) according to the specifications of the Customer-Consumer or Products that were clearly personalized;
- For the delivery of Products that lose their value through first use or exclude any resale;
- For the delivery of Products that, after being delivered and due to their nature, were inseparably mixed with other articles or Products;
- For agreements where the Customer has specifically requested the Company to carry out urgent repairs or maintenance.
9.6 Each party has the right to cancel the order by registered letter with immediate effect, without notice or compensation and without having to turn to the court in advance in the event of suspension of payments, bankruptcy, dissolution, voluntary or judicial liquidation of the other party.
If the Customer cancels a personalized order, the full price is due. In the case of cancellation after order confirmation, the full price remains due. Only in the case of cancellation before receipt of the order confirmation, can an order be canceled subject to payment of compensation equal to 30% of the price due.
Article 10 - Intellectual property
All intellectual property rights with regard to the delivered Products are vested in the Company, its suppliers or other entitled parties.
All drawings, plans, studies, technical descriptions, etc. provided by the Company, on the basis of which the full or partial manufacture of the Products is possible, remain the exclusive property of the Company.
They may not be used, copied, reproduced or reverse engineered for other purposes, nor handed over or communicated to a third party, without written permission from the Company.
The Customer is also prohibited from making changes or additions to the intellectual property rights described in this article.
Article 11- Force majeure
11.1 Exempting circumstances, if they arise after the conclusion of the agreement and prevent or unreasonably complicate its implementation, are all circumstances that occur beyond the control of the parties, such as labor disputes, fire, shortage of means of transport, general scarcity of raw materials, restrictions in energy consumption, coercive government measures, strikes, terrorist attacks, cyber attacks, unprecedented price increases, epidemics, etc.
11.2 The party that invokes the above circumstances must immediately notify the other party in writing of the commencement and end thereof. The occurrence of any of these circumstances removes all liability from both the Company and the Customer.
11.3 In the case of force majeure, the Company also has the right to declare the contract dissolved for the obligations not yet fulfilled by registered letter and without court intervention, without cost or compensation for either party. Insofar as the Company has already partially fulfilled its obligations at the time of the occurrence of force majeure, the Company is entitled to invoice the part already fulfilled separately.
Article 12- Disputes
12.1 Agreements between the Company and the Customer are subject to Belgian law, to the exclusion of the Vienna Sales Convention.
12.2 All disputes fall under the exclusive jurisdiction of the courts of the registered office of the Company, or - in the case of Customer-Consumers - of the courts of the place of residence of the Customer-Consumer or the place where the obligations arose or where they are executed.
12.3 Information on alternative dispute resolution can be found via http://ec.europa.eu/odr/ but the Company reserves the right to submit disputes exclusively to the courts.
Article 13- Processing of personal data (GDPR)
The Company collects and processes the personal data provided to it by the Customer for the purpose of the execution of the agreement, customer management, accounting and direct marketing activities. The legal grounds are the execution of the agreement, the fulfillment of statutory and regulatory obligations and/or the legitimate interest.
The controller is Lin Bertels. This personal data will only be passed on to processors, recipients and/or third parties insofar as this is necessary in the context of the aforementioned processing purposes. The Customer is responsible for the correctness of the personal data and undertakes to comply with the General Data Protection Regulation with regard to the persons whose personal data it has transferred to the Company, as well as with regard to all possible personal data that it would receive from the Company.
The Customer confirms that he has been adequately informed about the processing of his personal data and about his right to inspect, correct, delete and object. For his right to inspect, correct or omit his personal data, he can contact Lin Bertels.