Terms and Conditions of Sale

GENERAL TERMS AND CONDITIONS

1. Scope of Application and Enforceability

These general terms and conditions apply to the contractual relationship between Solora BV (with its registered office at 9820 Merelbeke-Melle, Neringsweg 2, CBE: 0547.830.660) (hereinafter: Solora) and the customer (hereinafter: the Customer). Solora provides these General Terms and Conditions together with every quotation (hereinafter: the Quotation), which expressly refers to these General Terms and Conditions. Upon the Customer’s acceptance of a Quote, an agreement (hereinafter: the Agreement) is formed with Solora, to which these general terms and conditions apply and which take precedence over any general terms and conditions of the Customer.

Quotes remain valid for one month, after which price changes may occur.

2. Delivery Terms and Conditions

Delivery times are always indicative and constitute a best-efforts obligation on the part of Solora. For this reason, any delay in delivery does not entitle the Customer to compensation, except as provided in Article 5.

The Customer shall ensure that (i) the location is easily accessible for the delivery of the goods and/or services and that sufficient parking is provided (ideally a ten-meter strip within a thirty-meter radius of the installation site); (ii) the location is suitable and safe for the delivery of the goods and/or services, that it is well-lit, and that electricity is available; and (iii) that Solora and its employees are granted unrestricted access to the location for as long as necessary to complete the work. If and to the extent that the location is inaccessible, unsuitable, or unsafe, Solora has the right to postpone the delivery, installation, or maintenance work until the aforementioned issues have been resolved. If the Customer fails to fulfill any of its obligations under this Article 2, the resulting costs (e.g., additional travel expenses/labor hours, any delay penalties, etc.) shall be borne in full by the Customer.

3. Force Majeure

Failure by Solora to fulfill any contractual obligation due to force majeure or obligations arising from new regulations shall not give rise to any claim for damages. For the purposes of this Article, force majeure is defined as any event unforeseeable and unavoidable by Solora that is caused by (i) external factors beyond Solora’s control or (ii) acts or omissions of persons who are not employees of Solora, and which makes it impossible (whether temporarily or otherwise) for Solora to fulfill its contractual obligations under the Agreement.

4. Risk

The risk of loss or damage to the goods passes to the Customer at the time of delivery or pickup. All deliveries and shipments to the Customer are made at the Customer’s risk. The parties agree that delivery or shipment commences upon the goods’ departure from Solora’s warehouse or that of its supplier.

5. Liability and Damages

Solora’s obligation to indemnify with respect to the goods and/or services is limited to that of Solora’s suppliers.

Solora is liable only for its own gross negligence or willful misconduct. In any event, Solora’s liability is limited to the price specified in the Quote.

The Customer expressly confirms that it has taken out the necessary insurance policies with ample coverage for its own liability and that of its employees, as well as for damage, loss, or theft of Solora’s equipment at the delivery location.

6. Defects and Warranties

Complaints regarding deliveries, defects, or invoices must be submitted to Solora by certified mail, accompanied by a detailed explanation and supporting documentation, within 8 days of the delivery or invoice date. Complaints submitted after this period will not be accepted.

7. Price and Payment

Solora reserves the right to adjust the prices stated in the Quote in the event of changes in raw material and supply prices, labor costs, etc.

Solora’s invoices are payable without discount on the due date at the address of its registered office.

In the event of non-payment by the due date, all outstanding invoices, even those not yet due, shall become immediately due and payable, regardless of any payment terms previously granted.

Late payment automatically entitles Solora to late-payment interest at a rate of 10% per year, calculated from the due date, without the need for prior notice of default.

In addition, in the event of late payment, a lump-sum compensation of 10% of the total invoice amount, with a minimum of 50 €, shall be due without the need for prior notice of default.

8. Cancellation and Termination

The Customer may cancel orders only with Solora’s written consent. In such a case, Solora is entitled to 20% of the price specified in the Quote as compensation for damages and expenses, without prejudice to the right to claim higher damages if the actual damages incurred are greater.

The Agreement shall be terminated by operation of law if the Customer is declared bankrupt or becomes the subject of judicial reorganization proceedings. If, at the time of termination, Solora has not yet been paid, or has not been paid in full, for the goods and services it has delivered, it may reclaim the delivered goods in accordance with Article 9.

9. Retention of Title

Solora retains ownership of the goods until full payment of the price as specified in the Quote. In the event of non-payment, Solora has the right to reclaim and retrieve the goods. If such a reclaim is factually or legally impossible, Solora is entitled to payment of the aforementioned price.

10. Netting

The amounts that the parties owe each other (whether or not under the Agreement) may be set off against one another. The parties expressly agree that this provision constitutes a netting agreement within the meaning of Article 3, 4° of the Financial Collateral Act (Belgian Official Gazette, February 1, 2005).

11. Suspension of Obligations

Solora reserves the right to suspend its contractual obligations without prior notice of default if and for as long as the Customer fails to fulfill its contractual obligations or in the event of force majeure, and this without the Customer being entitled to any compensation. In such a case, Solora is entitled to full payment for the goods and services it has already provided.

12. Disputes

In the event of a dispute arising out of or in connection with the Agreement, the courts of the judicial district of East Flanders shall have exclusive jurisdiction.

13. Severability

If one or more provisions of these general terms and conditions are invalid, unlawful, or inapplicable, this shall not affect or diminish the validity, legality, or applicability of the remaining provisions of these general terms and conditions. In the event that the parties are unable to negotiate a new valid or enforceable provision, the competent court may modify the invalid or unenforceable provision to the extent permitted by law.