1. Unless otherwise stipulated in writing, these general conditions shall apply to all agreements concluded between ILUMEN BVBA and the CUSTOMER, including all orders that ILUMEN carries out for the CUSTOMER. These general conditions exclude application of any general or special conditions of the CUSTOMER, unless ILUMEN has expressly consented in writing to their application. Signature by ILUMEN of the order form of the CUSTOMER shall never constitute such express consent. Regardless of any conflicting provisions in order forms, contracts or other ILUMEN documents, orders shall be placed subject exclusively to the conditions set forth hereafter, unless the documents contain and explicitly state special conditions. Such special conditions shall apply only to that specific order and may never be construed as having been generally accepted. Verbal agreements shall not be accepted. All prices shall be stated exclusive of VAT. The chargeable VAT rate shall be determined using the information provided by the CUSTOMER. The CUSTOMER shall be responsible for ensuring application of the correct VAT rate. If a different rate applies by law, the amount inclusive of VAT shall be adjusted accordingly.
2. ILUMEN works only on installations approved under AREI (General Regulations for Electrical Installations). ILUMEN represents that it has clearly made this known to the CUSTOMER and that CUSTOMER has confirmed that the installation meets AREI standards. ILUMEN shall not accept any liability if it is later established that the installation did not meet those standards. Where necessary ILUMEN can and may engage specialised subcontractors to perform certain work under its responsibility. Additional costs shall then be charged.
3. Any event that temporarily or definitively makes it possible for ILUMEN to carry out the work shall be treated as force measure and shall not give rise to any compensation by ILUMEN. The CUSTOMER shall not have the right to lodge a complaint with ILUMEN if the latter is unable to meet delivery and installation times due to circumstances beyond its control (such as weather conditions, force majeure, late delivery of materials ordered by ILUMEN or late payment by the CUSTOMER). ILUMEN shall not be bound to provide any form of compensation in such circumstances.
4.The CUSTOMER shall inform ILUMEN at least 24 hours beforehand by e-mail or by post if the work cannot be performed due to circumstances attributable to the CUSTOMER. Failure to observe this condition shall give ILUMEN the right to require fixed compensation of €250.00.
5.Unless explicitly otherwise stipulated in the order confirmation or the invoice, all payments shall be made net in cash to the registered office of ILUMEN without any discount. Any acceptance by ILUMEN of payment terms and/or bills of exchange shall never cause debt renewal and shall not affect the collectability of the debt and of the interest and compensation stated below. Non-payment by due date shall cause the CUSTOMER to owe conventional default interest equal to an annualized rate of 10% over the unpaid amount or, if higher, the interest due under Section 5 of the Prevention of Payment Arrears (Commercial Transactions) Act. If payment is not received by due date, the outstanding balance shall automatically be increased by 10% without a prior reminder by way of fixed compensation for damage, subject to a minimum of €100.00, plus the debt collection costs including lawyers’ fees under Section 6 of the Prevention of Payment Arrears (Commercial Transactions) Act. Any late payment or any late fulfilment of any essential obligation by the CUSTOMER shall render the owed balance of all other invoices, including those not yet at due date, to be payable immediately on demand. ILUMEN shall have the right to set off and to assign debts or claims within its group of associated companies, including but not confined to BVBA Futech. Insofar as necessary the CUSTOMER expressly consents to this arrangement.
6. Upon cancellation or termination of the contract by the CUSTOMER later than 24 hours after ordering, we reserve the right to claim 30% of the contractual price, the minimum fee is always 500 EUR, as a cancellation fee plus the value of any work already carried out and/or owed to the suppliers of ILUMEN at the time of cancellation. This amount shall constitute compensation for technical and administrative preparations and aftercare.
7.Notwithstanding articles 1138, 1583 and 1788 of the Civil Code, the delivered goods shall remain the exclusive property of ILUMEN until receipt of complete payment of all amounts owed to it by the CUSTOMER. The CUSTOMER waives the right of accession under the Civil Code until it has fully paid all amounts owed to ILUMEN. The CUSTOMER may not legally transfer ownership of the goods or pledge them or use them as security or guarantee. However, the risk attached to the goods shall transfer to the CUSTOMER at the time they are made available. The CUSTOMER shall inform all third parties – including any seizing creditors or its landlord who may exercise rights to the goods in particular by virtue of their storage or installation at a place that the CUSTOMER rents or occupies other than in the capacity of owner – that the products are and shall remain the property of ILUMEN until it has received full payment of all amounts owed by the CUSTOMER and, in the event of seizure or other measures by third parties, the CUSTOMER shall immediately inform ILUMEN to allow it to exercise its rights. Failure by the CUSTOMER to fulfil this obligation shall give ILUMEN the right to repossess the goods without prior notice of breach and to charge the costs of repossession to the CUSTOMER. To the extent necessary the CUSTOMER irrevocably and unconditionally grants ILUMEN the right of access to the place where the goods are stored or installed. The CUSTOMER shall ensure the proper storage and security of goods delivered to the site. The CUSTOMER shall be responsible for damage to and loss of materials of ILUMEN present at the site. For all of these matters the CUSTOMER shall take out appropriate insurance, also against damage caused by fire and storms, in each instance with ILUMEN as the insurance beneficiary.
8.The risk attached to the goods shall transfer immediately at the time of establishment of the sale.
9.Unless otherwise agreed in writing, ILUMEN shall work under an agreement to exercise its best efforts and not an agreement to achieve results. ILUMEN cannot guarantee results at any time. In the case of a PV# installation, parties represent their awareness that the installation pre-exhibits a deficiency and that the work of ILUMEN is aimed specifically at its rectification and the improvement of capacity.
10.Any complaint by the CUSTOMER shall be made by registered letter within seven days of provision of the service delivery or delivery of the products that are the subject of the complaint. The letter shall accurately describe the complaint and the connection that exists with the specific product delivered by ILUMEN. After this period of time the CUSTOMER shall forfeit any further claims unless it demonstrates that the deficiency was not known within seven days. In this latter case the CUSTOMER shall submit the complaint by registered letter within seven days of becoming aware of the deficiency and shall thereby accurately describe the complaint and state the time when it became aware of it. Within these same seven days the necessary steps shall be taken to verify the deficiency as soon as possible at the expense of the CUSTOMER. ILUMEN shall accept and attend these verifications provided that: A.it is informed of them in good time (not later than 48 hours before the verification) by e-mail or registered letter; B. use is made of an approved court expert. The CUSTOMER shall be under obligation to follow and complete this amicable procedure for resolving disputes before validly being able to seek recourse to the courts. If a complaint is held to be legitimate the liability of ILUMEN shall be limited to the free replacement or repair of the identified deficiencies. ILUMEN shall not be bound to provide compensation for anything else including but not confined to indirect damage. The commitments entered into by ILUMEN shall be best-efforts commitments. No complaint of any kind shall ever give the CUSTOMER the right to suspend or postpone payment of the full or partial invoiced amount.
11.If the agreement is broken ILUMEN reserves the right to retain the prepaid amount as compensation for administrative and technical preparations prior to the project.
12. ILUMEN provides a guarantee for hidden material and manufacturing faults for the product of 2 years (CUSTOMER-consumer) and 1 year respectively (CUSTOMER-trader) from delivery. This guarantee is strictly restricted to hidden defects to the product itself, with the exclusion of, among others, but not exclusively, consequential damages and installation costs. A. The onus of proof of the existence of a hidden defect of the product lies with the CUSTOMER. B. If the conditions of this guarantee have been met, ILUMEN has the right, at its own discretion: either to replace the product, or to repair the product, or to take back the product with crediting and repayment of the corresponding selling price to the CUSTOMER. To invoke the guarantee, the CUSTOMER must immediately notify the alleged defect following discovery by registered letter to ILUMEN. Moreover, the invoking of this guarantee is only valid if the product is returned to ILUMEN in its original packaging and the applied seal has not been broken. In case of the unjustified invoking of this guarantee ILUMEN shall charge the time spent to the amount of €50 per quarter of an hour, without prejudice to ILUMEN’s right to claim compensation from the CUSTOMER for all other costs and expenses. The guarantee provided by ILUMEN is strictly restricted to the preceding. The CUSTOMER hereby explicitly waives the possibility to seek the termination of the contract between the parties. ILUMEN’s compliance with its guarantee obligation based on the aforementioned clauses applies as the sole and full damages and is thus recognized and accepted by the parties. All other complaints, including the compensation of costs of damage caused by accidents, damage to movable or immovable property, directly or indirectly caused to the Customer or third parties, are explicitly excluded from this guarantee. Moreover, the guarantee is not applicable when the defects are caused by normal wear and tear, defects, negligence or the incorrect, careless or inexpert use of the product by the CUSTOMER or third parties, ILUMEN’s instructions were not followed, the product was serviced or modified by third parties, the product was serviced or repaired with material or replacement parts not recognized and approved by ILUMEN in advance. Moreover, the preceding guarantee is only valid if the product was used with peripheral equipment and accessories recognized by Ilumen. Other added components that were not approved in writing by Ilumen shall result in the exclusion of this guarantee.
13.ILUMEN shall not accept any liability or be bound to provide compensation for damage on account of late delivery or late performance of services. ILUMEN cannot be held liable for sold goods that fail to fulfil the objective of the CUSTOMER. The warranty excludes software and virus problems. The warranty does not cover software not developed by ILUMEN. Parts and/or systems sealed by ILUMEN or the manufacturer shall not be covered by the warranty if the seal has been damaged or removed. The warranty shall be cancelled if repairs are performed by a layperson or if the goods are used incorrectly. Appliances that become defective because of their incorrect use or their use in a damp or dusty environment shall not fall under the warranty.
14.The nullity of any of the clauses of these general conditions shall not nullify the agreement. In such instances parties shall replace the nullified clause by a valid clause that, within the legal limits, has the same effect as the nullified one. 15.All agreements by and between ILUMEN and its CUSTOMER shall be governed solely by the laws of Belgium. Application of international conventions, including the Vienna Sales Convention, is expressly excluded. 16.The courts in the judicial district of Hasselt shall hold sole jurisdiction to hear disputes between ILUMEN and its customers. However, ILUMEN reserves the right to bring proceedings in the judicial district of the place of residence or registered office of the contracting party. This stipulation shall also apply to contracts with parties subject to EU law, in accordance with the EEX Regulation. Bills of exchange shall neither cause debt renewal nor impair this forum clause, even if the CUSTOMER resides elsewhere.