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Conditions of Sale

ECOLOGICAL INNOVATION NV CONDITIONS OF SALE

1. General

    • These Conditions of Sale will apply to and form an integral part of: (a) all offers to the customer (i.e. a person or company addressed in an offer) issued by ECOLOGICAL INNOVATION NV, registered with the Crossroads Bank of Enterprises under number 0833.089.547 and having its registered office at Brandstraat 13, 9160 Lokeren (Belgium) or by any of its affiliates (hereinafter, “eNovates”); (b) all orders placed by the customer with eNovates, whether placed through an e-mail, fax, web panel, pre-prepared payment order link or otherwise; and (c) all order confirmations issued by eNovates.
    • These Conditions of Sale will replace any other terms stated orally by the customer or set forth in any document issued by the customer either before or after issuance of any document by eNovates setting forth or referring to these Conditions of Sale. Such any other terms are hereby explicitly rejected, and they will be wholly inapplicable to any sale by eNovates.
    • AN ORDER IS ONLY ACCEPTED BY ENOVATES, AND IT WILL ONLY BE BINDING, UPON WRITTEN CONFIRMATION BY ENOVATES. LIKEWISE, ACCEPTANCE OF ANY OFFER BY THE CUSTOMER IS EXPRESSLY CONDITIONAL ON THE CUSTOMER’S ACCEPTANCE OF THESE CONDITIONS OF SALE.
    • The commitments undertaken by eNovates’ employees, delegates and sales agents are not binding unless confirmed in writing by eNovates’ authorized representative.
    • eNovates’ offers are open for acceptance within the period stated by eNovates in the offer or, when no period is stated, within thirty (30) calendar days from the date of the offer. However, any offer may be withdrawn or revoked by eNovates at any time prior to the receipt by eNovates of customer’s acceptance related thereto.

2. Order process

    • Before ordering a product the customer confirms having had all necessary time and occasions to ask all relevant information from eNovates in respect of (without being exhaustive) the use of the products, intended countries for use, outdoor or indoor use, smart charging, dynamic charging, charging speed or capacity, connectivity to vehicles, online payment infrastructure, integration or different sources of power supplies or certification.
    • If orders are placed through an eNovates website, web panel or prepared payment order link, eNovates can choose to report receipt of an order by means of an automatically generated e-mail. Reporting receipt does not mean acceptance unless stated otherwise.
    • The customer shall be solely responsible for maintaining the confidentiality and security of any account login information such as username and password, which are personal and cannot be transferred to any third party. The customer shall identify him/herself accurately and honestly and will be liable towards eNovates for any false account information. The customer shall be fully responsible for all activities that occur under its personal account.
    • eNovates at its own discretion is entitled to suspend or cancel an order in case it believes that the identity of the customer, the address or his payment details are incorrect and that it can therefore be a fraudulent or false order.
    • A CUSTOMER CAN NEITHER CANCEL NOR MODIFY ANY ORDER.
    • The customer is solely responsible for timely providing to eNovates all necessary information before ordering the products. Any changes requested by the customer after the order confirmation date may be refused or result in an increase in price, surcharges and adjustment of the delivery date.

 3. Prices

    • All prices are calculated in accordance with the offer made by eNovates. If an order is made by the customer outside the validity period stated in the offer or for a different volume as proposed in the offer, the price can be subject to change.
    • All prices are payable in Euro (EUR) unless agreed differently.
    • ALL PRICES EXCLUDE VAT, IMPORT OR EXPORT DUTIES, TAXES, TRANSPORT OR INSURANCE COSTS, ANY COSTS FOR SPECIAL CUSTOMIZATION OR MODIFICATION REQUESTED BY THE CUSTOMER, COSTS FOR THIRD-PARTY CERTIFICATIONS, INSTALLATION COSTS, TRAINING COSTS, LICENSE COSTS, AFTER-SALES MAINTENANCE AND SUPPORT COSTS, OR COSTS ASSOCIATED WITH SPECIFIC ONLINE PAYMENT MECHANISMS OR EXCHANGE RATES.
    • Any discount communicated by eNovates relates solely to the price of a product, but not to any import or export duties, taxes, transport or insurance costs, any costs for special customization requested by the customer, costs for third-party certifications, installation costs, license costs, after-sales maintenance and support costs, or costs associated with specific online payment mechanisms or exchange rates.
    • Discounts or commercial actions are only valid if communicated by eNovates in writing by an authorized representative of eNovates. All discounts or commercial actions carried out by eNovates apply exclusively to specific products, quantities, durations and regions as indicated by eNovates. eNovates can at any time decide to cancel a commercial promotion.
    • eNovates has the right to amend the prices or the minimum order quantities either with thirty (30) calendar days prior written notice to the customer, for any order regarding a different product, or for any subsequent order that was not confirmed during the validity period of an existing offer.
    • Products are delivered in standard packaging unless otherwise agreed in writing.
    • THE PRODUCTS ARE CERTIFIED IN ACCORDANCE WITH THE STANDARDS IN FORCE AT THE TIME OF THE ORDER. ENOVATES WILL ONLY PROVIDE STANDARD CERTIFICATES. IF THE CUSTOMER WISHES TO RECEIVE ANY ADDITIONAL THIRD-PARTY CERTIFICATIONS THIS MUST BE AGREED IN WRITING BY ENOVATES AND WILL BE SUBJECT TO ADDITIONAL COSTS.

4. Payment

    • eNovates is not obliged to send a paper version of the invoice. The customer accepts the validity of electronic invoices. A purchase order number from the customer is not required for sending valid invoices.
    • In order to fulfil the legal requirements, payment must be made to eNovates on the bank account stipulated on the invoice. eNovates’ employees, delegates and sales agents are not authorized to receive payments.
    • PAYMENTS SHALL BE MADE AT THE TIME OF THE ORDER AND/OR BY USING THE ONLINE PAYMENT MECHANISMS AND NO LATER THAN FIFTEEN (15) CALENDAR DAYS AFTER RECEIPT OF THE INVOICE OR AT THE LATEST BEFORE DELIVERY OF THE PRODUCTS.
    • Customer shall notify eNovates in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within ten (10) business days from Customer’s receipt of such invoice. Customer will be deemed to have accepted all invoices for which eNovates does not receive timely notification of dispute and shall pay all undisputed amounts due under such invoices within the period set forth.
    • In case of failure to effect payment by the due date, eNovates is entitled to:
      • an interest calculated by the number of days of delay at a rate of eight percent (8%) per year;
      • an administrative fine of one hundred (100) EUR; and
      • the full reimbursement of any bailiff, lawyer and court fees, this without prior notice of default.
    • In case of failure to effect payment by the due date eNovates has the right to withhold further orders from the customer until full payment of the invoice. eNovates is not liable for any delay or damage resulting from the lawful exercise of this right.
    • eNovates has the right to request a guarantee or another security if eNovates’ credit insurance marks the customer’s financial situation as negative.
    • It is agreed that eNovates is permitted to set-off outstanding amounts payable and debts, and also to this end to transfer, or take over, existing amounts payable or debts to or from group companies.
    • Any advance payments, instalments or payments made by the customer can be used by eNovates for compensation of any damage eNovates may incur as a result of breach of these Conditions of Sale.
    • Complaints, even when lodged lawfully and within the correct time limits, can never be invoked by the customer as valid reason for refusing or postponing payment.

5. Delivery and acceptance

    • THE DELIVERY TERM INDICATED IN AN ORDER IS PROVIDED FOR INFORMATION ONLY AND NOT BINDING.
    • The products either will be collected by the customer at the premises of eNovates or delivered to the address of the customer.
    • If the customer fails to collect the products on the day agreed between the parties, eNovates will send a reminder to the customer and request collection within maximum five (5) working days. In case of failure to collect the products within these five (5) working days, eNovates may deliver the products without warning at the customer’s expense.
    • The products will be delivered to the address indicated in the order. eNovates is not liable for any errors made by the customer when submitting this information and any additional costs that may result from this.
    • eNovates is entitled to partial deliveries of an order. The customer will not refuse acceptance of any partial delivery.
    • ALL DELIVERIES ARE EX WORKS (INCOTERMS 2020) ENOVATES IN BELGIUM UNLESS OTHERWISE AGREED BY ENOVATES.
    • If a customer refuses acceptance of delivery for whatever reason, or requests eNovates to suspend delivery of an order, eNovates is entitled to charge the customer any costs related to additional handling, storage or transport.
    • If a customer opts for delivery at a specific point the customer is responsible for the storage and handling of the products at this point.
    • No compensation is due by eNovates if the delivery has been made to a third party designated by the customer or if it could reasonably be expected that the receiving party was authorised to do so on behalf of the customer.

 6. Force majeure and hardship

    • eNovates will not be liable for any failure or delay if such delay or failure is due to causes beyond eNovates’ control due including by not limited to:
      • force majeure such as fire, explosions, floods, storms, lightning, strikes, labour disputes, epidemic outbreak, war or acts of terrorism, unauthorized access to eNovates’ information technology systems by third parties; and
      • hardship such as a shortage of raw materials, power outages, trade embargoes, government orders or changing regulations, telecommunications, network, computer, server or Internet downtime, or any other economic circumstance beyond the reasonable control of eNovates .
    • eNovates shall notify the customer of the nature of such force majeure or hardship event and the effect on the ability to perform the obligations and how eNovates plans to mitigate the effect of such force majeure or hardship event.
    • In the event these circumstances last longer than thirty (30) calendar days, eNovates is legally entitled to terminate the order. eNovates will repay any payment made to the customer, however no other compensation of whatever kind is due to the customer.

7. Title and risk

    • The transfer of risk takes place ex works (incoterms 2020) eNovates in Belgium.
    • The customer is responsible for any damage resulting from transport, storage and handling of the products.
    • THE TRANSFER OF OWNERSHIP TAKES PLACE AFTER DELIVERY AND FULL PAYMENT OF THE INVOICE (CUMULATIVE CONDITIONS). THE PRODUCTS REMAIN THE PROPERTY OF ENOVATES UNTIL FULL PAYMENT THEREOF AND ENOVATES RESERVES THE RIGHT TO RECLAIM THE PRODUCTS WHEREVER THEY MAY BE.

 8. Acceptance and complaints

    • The customer will check the quantity, visible defects to the packaging and/or the products either upon collection or delivery of the products.
    • Visible defects must be reported to eNovates within two (2) working days after collection or receipt of the delivery.
    • Products can only be returned after acceptance by eNovates and upon the customer using eNovates’ return authorization form.

9. Intellectual property rights

    • THERE WILL BE NO TRANSFER OF INTELLECTUAL PROPERTY RIGHTS FROM ENOVATES TO THE CUSTOMER UNLESS AGREED OTHERWISE IN WRITING. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO EXPRESS OR IMPLIED LICENSE OR RIGHT OF ANY KIND IS GRANTED TO CUSTOMER REGARDING THE PRODUCT.
    • All studies, concepts, know-how, prototypes, titles, names, visuals, drawings and documents, of whatever nature, and submitted by eNovates to the customer are confidential and will remain eNovates’ exclusive property, unless expressly agreed otherwise. Any clichés, casts or moulds will always remain eNovates’ property.
    • eNovates reserves the right to suspend a delivery of products with immediate effect, or to block any stock if the products are the subject of an existing or potential discussion with a third party. eNovates is not responsible if the suspension would cause damage to the customer.
    • The customer will safeguard eNovates for any damages and costs resorting out of any dispute or claim regarding a modification or change to the product that was made upon request of the customer to eNovates.
    • If a license from a third party is needed to ensure the continuity of production and supply of the product, the customer will subscribe the necessary license. If the customer fails to do so, eNovates is entitled to subscribe such license on behalf and on account of the customer.
    • The customer will respect the intellectual property rights of eNovates. The customer will not establish any intellectual property rights on products created by eNovates, unless there is a written agreement that allows the customer to do so.
    • The customer will not, and will not encourage any third party to:
      • modify, adapt, alter, translate, or create derivative works of the product;
      • reverse-engineer, decompile, disassemble, or attempt to derive the source code for any software embedded in the product;
      • remove, alter, obscure in any way the proprietary rights notices of eNovates; and
      • use the product in connection with any unsupported software or hardware.
    • The customer will refrain from any action that can in any way be damaging eNovates or reputation associated with the trademark eNovates. The customer will refrain from registering the trademark eNovates or using any similar tradename, trademark or domain name for similar activities anywhere in the world.
    • The customer will return all prototypes, tools, and other objects belonging to eNovates. All documents belonging to eNovates shall unless otherwise agreed in writing by eNovates primarily be returned and secondarily deleted or shredded irrespective of the kind of means in which the document exists.

 10. Privacy

    • If, and only to the extent eNovates processes any personal data of third parties on customer’s behalf when rendering any services, eNovates and customer record their intention that, relating to the processing of the personal data of these third parties, parties will enter into a data processing agreement whereby customer will be the data controller and eNovates will be a mere data processor.
    • THE PRODUCT DOES ITSELF NOT STORE DATA OF THIRD PARTIES. ENOVATES DOES NOT ARCHIVE OR BACK-UP ANY DATA PROCESSED USING THE PRODUCT NOR DOES ENOVATES ACCEPT ANY LIABILITY RELATED THERETO.

 11. Repackaging

    • Repacking the products is not permitted without prior written permission of eNovates. The customer will not remove marks, make them unreadable or use own labels on the products or packaging.
    • Bundling of eNovates products with customer or third party products or products is not allowed without prior written permission of eNovates.

12. Warnings

    • THE PRODUCTS OF ENOVATES ARE CHARGING SOLUTIONS CONNECTED TO THE ELECTRICITY GRID AND SHALL BE INSTALLED SOLELY BY A PROFESSIONAL INSTALLER WITH THE NECESSARY EDUCATION, SKILLS AND TRAINING.
    • The customer will read the manual and guidelines when installing and using the eNovates’ products.
    • The customer will not delete warning labels from the products or make them unreadable.
    • The customer will not open the products without turning off the electricity supply and following the safety instructions.

13. Warranty

    • eNovates is solely responsible for a hidden software defect in quality that results from development and which was not visible upon collection or delivery but became apparent within six (3) months after delivery.
    • eNovates is solely responsible for a hidden hardware defect in quality that results from manufacturing and which was not visible upon delivery but became apparent within six (12) months after delivery.
    • The customer will inform eNovates in writing immediately and at the latest within five (5) working days after having discovered such hidden defect.
    • eNovates’ obligation under this warranty limits to costs of the repair of any defective products and software bug fixes and not to the replacement. The warranty does not cover any travel or transportation costs of products, spare parts or technicians. The warranty does not cover any costs from any third party appointed by the customer.
    • The warranty does not apply if:
      • the defect occurs outside the warranty period mentioned under articles 13.1 and 13.2;
      • the damage is a consequence of incomplete or inaccurate information transfer to eNovates;
      • the customer does not have a valid proof of purchase on which the purchase date is stated;
      • the products were damaged after the transfer of risk;
      • the damage is the result of normal wear and tear caused by the normal use of the product;
      • the damage is the result of the electric vehicle, electric grid or energy network;
      • the damage is the result of actions or omissions by customer’s personnel;
      • the damage is the result of actions or omissions by third parties not certified by eNovates;
      • the products were used incorrectly or not in accordance with any manual;
      • the defect is caused by force majeure or hardship; and
      • the defect is a consequence of hacking or any other criminal act of third parties;

14. Liability

    • Subject to all other rights, eNovates is under no circumstances liable for any damage caused:
      • by using the products in a manner for which they are not intended or suitable;
      • due to abnormal use by the customer or consumer;
      • if it cannot be demonstrated that the defect was present at the time the products were put into the market;
      • by hacking eNovates’ IT systems, provided that eNovates has taken all reasonable security measures;
      • by phishing, pharming or other forms of internet fraud or other criminal activities;
      • as a result of the poor functioning of the internet connection, broadband connection or any other service, infrastructure or hosting service over which eNovates has no control;
      • by viruses, trojan horses or bugs in the hardware or software used by the customer;
      • due to force majeure or hardship;
      • as a result of the conformity with mandatory government regulations; and
      • as a result of incorrect installation or maintenance.
    • TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, ENOVATES WILL NOT BE LIABLE TO THE CUSTOMER FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO RECALL ACTIONS, LOSS OF PROFITS, LOSS OF DATA, REVENUE OR INCOME, GOODWILL, PRODUCTION OF USE, PROCUREMENT OF SUBSTITUTE SERVICES, FATAL INJURIES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE.
    • To the maximum extent permitted under applicable law, eNovates’ liability arising out of or in connection with the sale and purchase of products, whether in contract, warranty, tort or otherwise, will be subject to the restrictions set forth in these terms, and it will never exceed the price paid by the customer.

 15. After-sales support

    • The sale of products covers a standard support in relation to the products. Any support to be delivered by eNovates outside the scope of the warranty in article 13, shall be payable on a time and materials basis unless agreed otherwise between the parties.
    • For any extended support, parties may enter into a written service level agreement.
    • Support shall mean the after-sales assistance provided on a best effort basis by eNovates in relation to the products.
    • Support shall only be rendered if an incident is notified by the customer in writing through eNovates’ support portal or by e-mail and immediately after discovery of the incident. Any communication shall be in the English language.
    • Technical contacts on the side of the customer shall be trained, authorized and knowledgeable enough about the incident as well as about the eNovates’ products in order to help eNovates resolve the incident.
    • Corrective support shall only be provided during working days, excluding Saturdays, Sundays and legal holidays. Likewise, support shall only be provided during normal business hours (i.e. 9.00 am-5.00 pm CET).
    • Customer shall ensure that eNovates can have access to the products and that no security measures prevent the latter from providing support.
    • eNovates shall have no responsibility to provide support to customer with respect to any problem with the products caused by:
      • any software, device, or other product not officially released by eNovates;
      • neglect, misuse, modification or enhancement to the product by any third party;
      • negligence, hardware malfunction or other causes beyond the control of eNovates;
      • failure of customer to provide a suitable installation, operating environment or internet connection;
      • use of the product for a purpose other than the purpose for which it was designed.
    • eNovates shall have no obligation to support a defect that cannot be reproduced at location or via remote access.
    • eNovates shall have no obligation to provide a written report about the incident or defect.
    • eNovates is not obliged to carry out updates or develop upgrades. The customer cannot refuse updates or upgrades to the products that help to solve incidents.

 16. Termination

    • eNovates may terminate an existing or future order or agreement (in whole or in part) immediately by operation of law on giving notice in writing to the customer upon the occurrence of any of the following events or circumstances:
      • if the customer files any petition in bankruptcy;
      • if the customer has an involuntary petition on bankruptcy filed against it which is not challenged in twenty (20) days and dismissed within sixty (60) days;
      • if the customer becomes insolvent;
      • if the customer makes a general assignment for the benefit of creditors;
      • if the customer admits in writing its inability to pay its debts as they mature;
      • if the customer has a receiver appointed for its assets; or
      • if the customer has any significant portion of its assets attached.
    • eNovates may terminate an existing or future order or agreement (in whole or in part) in case of material breach of the Conditions of Sale by the Customer, where the Customer has failed to remedy such breach within fifteen (15) calendar days or such other period agreed in writing after receipt of a written notice from eNovates to do so.
    • eNovates may terminate an existing or future order or agreement (in whole or in part) immediately by operation of law on giving notice in writing to the customer upon the occurrence of any of the following events or circumstances:
      • if another entity currently not an affiliate of the customer, directly or indirectly, in a single transaction or series of related transactions, acquires either control of the customer or all or substantially all of the assets of the customer; or
      • if the customer is merged with or into another entity, and where such change of control may reasonably adversely affect the cooperation with eNovates.
    • eNovates may terminate any written or oral agreement for indefinite duration for convenience at any time on giving the customer written notice of not less than three (3) months.
    • If a purported termination for cause is determined by a competent authority not to have been properly a termination for cause, then such termination by eNovates will be deemed to have been a termination for convenience.

 17. Miscellaneous

    • These Conditions of Sale may not be assigned to a third party by the customer without the prior written approval of eNovates. eNovates is entitled to use subcontractors or to assign all or part of its obligations to a third party.
    • These Conditions of Sale do not intend to be an do not intend to incorporate a general partnership or partnership. Both eNovates and the customer shall carry out these Conditions of Sale as independent parties, without any subordination in this regard.
    • These Conditions of Sale do not constitute any exclusive distributorship or agency between the customer andeNovates.
    • The offer, order, order confirmation and these Conditions of Sale constitute the entire agreement and understanding between the customer and eNovates with respect to the development, manufacturing, purchase and sale, support of a product and supersedes all prior oral agreements, representations or understandings between the parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in these Conditions of Sale shall affect, or be used to interpret, change or restrict, the express terms and provisions of these Conditions of Sale.
    • If any provision of these Conditions of Sale, is, for any reason, held to be invalid or unenforceable, the other provisions will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    • These Conditions of Sale and agreement between the parties shall be exclusively governed by and construed in accordance with the laws of Belgium, excluding the United Nations Convention on Contracts for the International Sale of Goods.
    • The courts of Antwerp (Belgium) shall have exclusive jurisdiction should any dispute arise in relation with the products.

Version October 2021