CONDITIONS GENERALES DE VENTE
1. General
1.1 Unless agreed otherwise in writing, all contracts concluded with POPU SOLAR srl (POPU SOLAR) are governed only by the applicable POPU SOLAR offer, the applicable POPU SOLAR order confirmation, any other applicable POPU SOLAR contractual documents, and these general terms and conditions. If the POPU SOLAR offer and the POPU SOLAR order confirmation are inconsistent, the POPU SOLAR order confirmation prevails. Unless POPU SOLAR explicitly states otherwise in writing, no other terms and conditions shall apply, particularly those of the Customer.
1.2 If a provision of these present general terms and conditions is fully or partially invalid, this does not affect the validity of the other provisions hereof or their legal treatment.
2 Offers and conclusion of the agreement
2.1 The information contained in POPU SOLAR’s website, brochures and flyers is indicative only and cannot be considered a binding offer by POPU SOLAR. POPU SOLAR reserves the rights to modify the aforementioned information or documents at any time and without prior notice.
2.2 Although the Customer may make modifications to POPU SOLAR’s offers, there is no agreement until POPU SOLAR issues a written order confirmation.
2.3 POPU SOLAR’s offers are valid for the period specified therein. If the validity period would not be specified, the respective document shall not be considered an official offer and shall not imply any commitment of or obligation for POPU SOLAR.
3 Prices and payment terms
3.1 Prices, for services or goods, indicated in POPU SOLAR’s offers or other informative documents do not include VAT. Unless stipulated otherwise, the Customer must pay any customs duties, taxes or fees of any kind, and shipping, packaging and transport costs, as well as insurance and material installation costs. Similar taxes or deductions that the authorities impose or make before delivery will likewise be invoiced to the Customer.
3.2 POPU SOLAR reserves the rights to change its prices without prior notice for future offers and order confirmations. Prices, discounts, or payment facilities do not automatically apply to future transactions. POPU SOLAR reserves the rights to increase the price of goods that have not yet been delivered, based on changes to the exchange rate, customs duties, levies or taxes that determine the price of its goods.
3.3 Unless agreed otherwise by POPU SOLAR in a writing confirmation, all invoices must be paid to POPU SOLAR without deductions after the invoice reception. All invoices will be sent by email to the email address that the Customer provided to POPU SOLAR for this purpose.
3.4 Interests at 10% per year will be added, automatically and without any notice, to each unpaid invoice from the date it is due and payable. A lump-sum penalty of 15% of the due invoiced amount, subject to a minimum of €75.00, will also be added automatically and without notice, to each unpaid invoice as compensation for administrative costs.
3.5 The Customer may not suspend payment, even in case of dispute or product warranty being invoked.
3.6 If the Customer fails to pay any due amount, POPU SOLAR has the right to suspend future deliveries of goods and/or services, without notifying the Customer.
3.7 If the Customer fails to pay any due amount, all other invoices sent to the Customer will also become immediately due and payable. In case of 1) repeated default of payment, 2) a request for concordat or the (general) cessation of payment, 3) involvement in any kind of insolvency procedure, or 4) any other event or situation that could affect or diminish the Customer’s solvency, POPU SOLAR shall only be held to further deliveries in case the outstanding amounts are immediately paid by the Customer and payments for future delivery of goods and/or services are made in advance.
3.8 Payments must be made to POPU SOLAR’s bank account, held at its place of business in Liège (Belgium).
4 Retention of title and risk transfer
4.1 POPU SOLAR remains the owner of the goods until the price has been integrally paid, even if the goods have been installed or pledged by the Customer.
4.2 All risks deriving from the goods are transferred to the Customer upon delivery.
5 Packaging, delivery of goods and provision of services
5.1 The Customer must pay all costs relating to the packaging and delivery of the goods.
5.2 Delivery periods are purely indicative and do not constitute essential terms of the contract. A limited delay in delivery can never provide grounds for the Customer to terminate the contract or give rise to POPU SOLAR’s liability. A delay in delivery by 10 days or less shall always be considered as such a limited delay.
6 Acceptance of goods or services
6.1 The Customer must refuse delivery of goods if the goods or their packaging display defects. The Customer must notify POPU SOLAR of these defects in writing upon delivery.
6.2 Aforementioned objections must be reported by registered letter ultimately within 10 days of receipt of the goods. Once this period ends, the goods are deemed accepted. Subsequent objections made to POPU SOLAR will be considered inadmissible and shall not entitle the Customer to make any claim with regard to POPU SOLAR’s liability.
6.3 Unless stipulated otherwise, defective goods must be returned to POPU SOLAR’s warehouse. The corresponding transport is the responsibility of the Customer.
6.4 The Customer must accept the services are complete as soon as the certification by a third notified body is done. The Customer cannot refuse to accept the services because of a minor defect. If the certification work is delayed and POPU SOLAR is not responsible for the delay, the services will be deemed complete and accepted two weeks after the Customer has been notified that the services have been successfully completed. If no acceptance document is available, the date of the invoice for those services will be deemed the acceptance date.
7 Warranty and liability
7.1 The product warranty is limited to the manufacturer's warranty and its duration starts on the day it is made available. The liability of POPU SOLAR is limited to the product warranty. In any case, POPU SOLAR’s responsibility is limited to the value of the goods. Under no circumstances POPU SOLAR will be liable for any indirect or consequential damages or damages caused by incorrect use.
7.2 The warranty is valid only if the goods have not been altered, have been used and maintained in accordance with the manufacturers’ warranty conditions. Such Warranty conditions can be downloaded via POPU SOLAR’s website or can be sent upon a simple request.
7.3 Warranty claims are inadmissible if not made in writing within one month from the moment the defect was or could have been detected by the Customer.
7.4 POPU SOLAR’s intervention at a Customer’s request regarding a possible defect does not equate to POPU SOLAR acknowledging the validity of a warranty claim or its liability.
8 Termination of the contract
8.1 In event of failure to pay on a single due date, any request for concordat, the suspension of payment, even when not official, or any other fact that could imply the insolvency of the Customer or failure to fulfil any other contractual obligations, POPU SOLAR is entitled to terminate the contract by written notification to that effect, irrespective of POPU SOLAR’s entitlement to compensation for damages.
8.2 In the event of a termination by the Customer of an order confirmation or a contract, the Customer shall bear all project-related costs and loss of profits.
9 Force majeure and its contractual scope
9.1 All force majeure cases, whether they constitute a temporary or final obstacle to performing the contract, suspend or extinguish POPU SOLAR's obligations by operation of law and release POPU SOLAR from any liability that may arise as a result.
9.2 Force majeure cases include, but are not limited to, war, civil unrest and similar events, decisions or acts of public authorities, general strikes, lockdown, trade union action, delays caused by manufacturers, suppliers and carriers, fires, epidemics, storms or any other cause beyond POPU SOLAR’s control. Force majeure also includes any event that at the moment of the conclusion of the contract was not foreseeable for the parties or that increases the economic and/or financial effect of POPU SOLAR to perform its obligations with at least 15% of the contract price.
9.3 In case the Force Majeure event lasts for more than one month, during which period the execution is suspended, POPU SOLAR is entitled to terminate the contact by a written notice to the customer. All executed deliveries will be paid by the customer.
10 Applicable law
10.1 The interpretation, validity and execution of these general conditions are subject to Belgian law. Any dispute will be subject to the jurisdiction of the courts of Liège.