Terms and conditions of sale
Article 1 - Scope of application
1.1 These general terms and conditions apply to all services, sales, deliveries and installation of photovoltaic installations carried out by the limited liability company (SRL) HELIOTECH (hereinafter, the ” Company “) on behalf of the client – as identified at the head of the Quotation – (hereinafter, the ” Client “). The Company and the Client are collectively referred to as the ” Parties “.
The Company’s registered office is at Avenue Gabriel Émile Lebon 12, box 10, 1160 Auderghem. It is registered with the Banque-Carrefour des Entreprises under no. 0800.987.396.
1.2 By signing the quotation issued by the Company, the Client acknowledges having received a copy of these General Terms and Conditions, having read them and accepted them in full. These General Terms and Conditions may only be departed from with the written agreement of the Parties.
1.3 By signing the quotation issued by the Company, the Client also acknowledges having read the special terms and conditions of sale inherent in this quotation, including the description of the photovoltaic installation and the financial terms and conditions, and having accepted them in full. The special terms and conditions of sale may only be departed from with the written agreement of the Parties.
Article 2 - Quotation & Customer acceptance
2.1 Following the Client’s request in writing (e-mail) or by telephone, the Company will formalise and communicate the Quotation. The Parties acknowledge that the Quotation issued by the Company is only valid for the materials, products and services mentioned therein and, unless specifically stated otherwise in the Quotation, does not cover, in particular, any additional costs incurred in order to remedy any non-compliance of the existing premises and equipment, such as, in particular, that of the electrical installation and/or the structure of the roof used to support the photovoltaic panels with regard to the applicable standards. The Customer acknowledges that the Company’s studies, catalogues, brochures, price lists, technical documentation, website information, etc. do not constitute offers and are provided without obligation.
2.2 Unless explicitly stated otherwise, a quotation remains valid for thirty (30) calendar days from the date appearing on it. Once this period has elapsed, the quotation will be automatically considered null and void. A quotation becomes an order form once the Client has returned it duly completed and signed to the Company. This order form is considered definitive.
Article 3 - Services provided by the Company and terms of performance
3.1 The Company undertakes only to do what is expressly set out in the quotation and these general terms and conditions, unless excluded in the special terms and conditions. The Company undertakes to use its best endeavours to ensure the proper performance of the services entrusted to it in accordance with the generally recognised rules of the art at the time of their performance and in compliance with the specifications and instructions put forward by the Client when the quotation was drawn up.
3.2 Once the quotation has been validated, any request by the Client to modify the Company’s mission as set out in the quotation, or any request for the provision of an additional service or product accepted by the Company, will be the subject of a written document and may give rise to a price supplement, as well as, where applicable, a revision of the timeframe for the performance of all or part of the Company’s missions.
3.3 In particular, the Company undertakes to inform the Client of the technical aspects relating to the installation of photovoltaic panels and to make every effort to deliver and install the photovoltaic system specified in the quotation at the agreed location and within the agreed time. The Company may, if it is unable to obtain the equipment specified in the quotation, deliver equivalent equipment and reserves the right to terminate the contract without compensation if it is unable to obtain the said equipment within the agreed timescale.
3.4 The Customer declares that its electrical installation and roof comply with current standards. In the event of any doubt in this respect, the Client undertakes, at the Company’s sole discretion, to have its electrical installations and roof inspected by a qualified professional and/or an approved inspection body and to provide the Company with the latter’s reports. If these reports establish that the electrical installations and/or the roof cannot support the addition of the photovoltaic panels, the Client undertakes to remedy the situation.
Article 4 - Installation & Acceptance
4.1 The Client undertakes to provide the Company with the right of access to all locations of interest in connection with the installation of the photovoltaic power plant and to supply free of charge the electricity required for the installation of the plant. It also undertakes to provide the Company with a secure storage area (indoors).
4.2 The Client must inform the Company of any foreseeable difficulties that may arise, as soon as the Company’s representative visits and, in any event, within two (2) working days prior to the start date of the worksite. The Company cannot be held responsible for any delay or costs caused by any particular or unforeseen situation, such as in particular (i) the absence of the Client or a representative at the safety briefing at the start of the worksite, (ii) the presence of a market obstructing the way, (iii) pedestrian streets and unmarked roadworks, (iv) an access distance of more than ten (10) metres between the unloading point and the Client’s building, etc. If it is impossible to deliver or install the photovoltaic installation for a reason attributable to the Client, the Client will be required to bear the costs incurred by the Company.
4.3 The Company undertakes to do its utmost to deliver the photovoltaic system at the agreed location and within the agreed time. The risks associated with the photovoltaic system and its components are transferred to the Client upon completion of the system.
4.4 The Customer is required to inspect the products delivered immediately upon delivery in order to verify their conformity with the products provided for in the Quotation. If all or part of the products delivered do not comply with those provided for in the Quotation or if they show apparent signs of damage, the Customer is required to refuse the non-conforming products or to accept them only subject to a written reservation. In the absence of such refusal or written reservation, the Customer shall be deemed to have accepted the goods delivered as being in conformity with those specified in the Quotation.
4.5 Acceptance of the photovoltaic installation within the meaning of the Règlement Général des Installations Electriques (RGIE) is effective when it has been accepted by an approved Inspection Body and constitutes final acceptance of the work without reservation.
Article 5 - Payment terms
5.1 Where the payment of a deposit is mentioned on the quotation, it is due on acceptance of the quotation and prior to any delivery of equipment to the site. In the event of failure to make full payment on account, the Company reserves the right to suspend performance of the services provided for in the quotation.
5.2 Upon delivery of the panels to the installation site, the Client undertakes to pay in cash the amount payable at that time as specified in the quotation. The balance of the total amount must be paid by the Client upon acceptance of the photovoltaic installation, on receipt of the corresponding invoice.
5.3 All amounts due to the Company are payable at its registered office, net and in cash, unless otherwise stated on the quotation or on any related invoice issued by the Company. The Contractor’s intermediaries, representatives, servants or sub-contractors are not in any way authorised to receive payments from the Client and/or to issue a valid receipt.
5.4 If the Client fails to pay the amount due within fifteen (15) calendar days of the due date, interest will be automatically added to this amount at the annual rate of ten (10)%, as well as a fixed compensation of ten (10)%, with a minimum of seven hundred and fifty (750) euros. Except in cases of force majeure, in the event that the Company remains in default of its delivery obligation and causes damage to the Client, the latter may, after sending a formal notice that has remained unanswered for fifteen (15) calendar days, claim similar compensation from the Company.
5.5 Any dispute concerning an invoice must be justified and sent to the Company within fifteen (15) calendar days of the date of the invoice by email to info@heliotech.be. After this period, the dispute will no longer be admissible.
Article 6 - Retention of title
6.1 The products delivered remain the property of the Company until payment in full of the principal, costs, interest and any compensation. In the event of non-payment of the sums due on the due date, the Company shall have the right to take back all the products mentioned in the quotation at the Client’s expense. Where applicable, the Client authorises the Company, or the persons it designates, to access the premises where the goods delivered or installed are located.
6.2 Until full payment has been made for the products required to install the photovoltaic power plant, the Client may not resell them, pledge them or assign them to any security or lien without the Company’s prior written consent. The Client undertakes to notify the Company of any seizure by a third party of the products delivered or of the building in which the products have been installed and for which the price has not been paid in full. Similarly, the Client undertakes to inform the Company in the event that the products delivered are stored, prior to their installation, in a place rented by the Client or a third party and will provide the Company with the contact details of the lessor. Until full payment has been made, the Client waives the benefit of accession.
Article 7 - Guarantees and responsibilities of the Company
7.1 Warranty for components of the photovoltaic power plant
7.1.1 Due to its role as an intermediary, the Company provides the same warranty on the components of the photovoltaic installation as that granted by the manufacturer. If requested, the Client may ask the Company to provide a copy of the warranties related to the installation as issued by the manufacturer. The manufacturer’s warranty may be extended through insurance companies not directly affiliated with the manufacturer.
7.1.2 For the avoidance of doubt, the Client has legal rights under the legislation governing the sale of consumer goods, which are not affected by this warranty. Any claim relating to the above warranties must be notified to the Company by email at info@heliotech.be within a maximum period of sixty (60) calendar days from the discovery of the non-conformity or malfunction. The complaint must include a description of the identified non-conformity or malfunction and the date it was observed. Failure to notify within this timeframe will result in the forfeiture of the Client’s warranty rights. In the event of a discovered non-conformity or malfunction, the Client must refrain from using the non-compliant or non-functional component and, if applicable, the entire photovoltaic installation, in order to avoid worsening the defect. Otherwise, the Company shall not be held liable for any worsening of the non-conformity or malfunction arising from such use.
7.1.3 The benefit of the above-mentioned warranties requires that the products they cover are used and maintained under the conditions set out by the Company or, failing that, by the manufacturer (catalogs, manuals, guides provided to the Client) or, if none are available, under normal usage and maintenance conditions by a prudent and reasonable person. The warranty shall not apply in the event of any breakdown or damage resulting from events such as, in particular, any intervention, adjustment, repair, or operation equivalent to maintenance or repair work carried out on the delivered products by a person not authorized by the Company; any fire; electrical damage originating outside the photovoltaic installation; water damage; accident; failure of air conditioning; storm; or any other weather-related phenomenon. Any intervention by the Company under the warranty is subject to a prior inspection and, if necessary, the return of the components deemed non-compliant or non-functional by the Client for examination, accompanied by an accurate, clear, and complete description of the non-conformity or malfunction found. No component of the installation may be returned to the Company without its prior written agreement.
7.1.4 When the warranty conditions are fulfilled, the Company’s intervention is limited to the repair or replacement of non-compliant components. If the photovoltaic system’s inspection (RGIE control) is more than two (2) years old, the Company reserves the right to charge additional labor costs for the replacement or repair of said components. The replacement or repair of a non-compliant part does not extend the original warranty period.
7.2 Guarantee for installation work
7.2.1 Minor latent defects – For a period of two (2) years from the date of acceptance referred to in Article 4 of these general terms and conditions, the Company shall be liable for minor latent defects related to the work carried out for the installation of the photovoltaic system. Any legal action initiated by the Client in this regard must, under penalty of forfeiture, be brought within sixty (60) calendar days from the occurrence of the minor latent defect related to the work performed. Any negotiations between the Company and the Client do not suspend or interrupt this sixty (60) calendar day period. In the event that the Company’s liability for a minor latent defect is established, the Company shall only be required to perform, at its own expense, the necessary work to restore the photovoltaic installation to proper working condition.
7.2.2 Waterproofing warranty – For a period of ten (10) years from the date of acceptance referred to in Article 4 of these general terms and conditions, and provided that the Company has performed work likely to affect the Client’s roof waterproofing, the Company guarantees, with regard to the specific part of the roof on which the photovoltaic installation has been installed—and only if it is proven that any waterproofing issue is due to the photovoltaic installation—a level of waterproofing similar to that existing prior to the installation. Unless otherwise provided by law, any claim under this warranty must be submitted in the manner and under the conditions outlined in Article 7.2.1 of these general terms and conditions.
7.3 Guarantee provided by the Company
Unless the Company undertakes otherwise in writing, its commitments under the contract between it and the Client are obligations of means. In the event that the Company causes damage to the Client, its liability is, in all cases, limited to direct and foreseeable damage, to the exclusion of any indirect damage, such as, in particular, the cost of claims, travel or transport, loss of profit, loss of pleasure or enjoyment, non-material damage or any other indirect damage. With the exception of personal injury, the Company’s liability may not exceed the total amount (excluding VAT) of the work as set out in the quotation.
Article 8 - Guarantees and responsibilities of the Customer
8.1 The Customer declares and guarantees that its electrical installation complies with the applicable standards and, in particular, with the meaning of the Règlement Général des Installations Electriques (R.G.I.E. – Royal Decree of 10 March 1981). Consequently, the Customer alone assumes the risk of refusal of the approval referred to in Article 4 of these general terms and conditions in the event that the Approved Inspection Body considers that its electrical installation pre-existing the contractor’s work is not compliant.
8.2 The Customer declares and guarantees that the structure of its roof intended to support the photovoltaic panels complies with the standards in force. In addition, the Customer guarantees that the part of the roof on which the photovoltaic panels are to be installed is watertight. Failing this, the Customer undertakes to take the necessary steps to ensure, at its own expense and prior to the installation of the photovoltaic system, that its electrical installation and/or roof are brought into compliance, and to ensure that the relevant part of its roof is watertight. Any financial damage caused to the Company, in particular by the potential dismantling of equipment, storage, etc. due to the fact that the worksite has been delayed will be borne by the Client. Under no circumstances may the Company be held responsible for any lack of conformity of the electrical installation and/or the roof of the Client’s building, nor for any lack of watertightness of the part of the roof intended to support the photovoltaic installation.
8.3 The General Regulations for Electrical Installations require photovoltaic installations to be inspected periodically. In any event, the cost of the inspection and any costs incurred in upgrading the electrical installation shall be borne by the Customer.
Article 9 - Assignment and subcontracting
The Contractor may assign or subcontract all or part of the rights and obligations under the purchase order without the Customer’s consent.
Article 10 - Force majeure, Acts of God, Unforeseen circumstances
10.1 In the event of force majeure or fortuitous event, i.e. the occurrence of an event beyond the Company’s control which makes it impossible to perform all or part of its obligations, the Company will be released from its obligations without compensation or indemnity of any kind whatsoever. In particular, the following events (non-exhaustive list) are considered to be cases of force majeure or fortuitous events: fires, natural disasters and exceptional climatic events, labour disputes at its subcontractors or suppliers, the impossibility or exceptional difficulties of using means and channels of transport, orders or commands from Belgian, European or foreign public authorities, changes in Belgian, European or foreign regulations, wars, increases in the price of materials due to an unforeseeable event, etc. Furthermore, given the nature of the Company’s activities, any climatic circumstance that prevents it from carrying out the photovoltaic installation, resulting in a postponement of the installation date, will not entitle the Client to any compensation.
10.2 If, due to circumstances beyond the Company’s control, the performance of its obligations cannot be continued or is simply made more onerous or difficult, the Company and the Client undertake to negotiate in good faith and in good faith an adjustment to the contractual conditions within a period of thirty (30) calendar days with a view to restoring the balance. If no agreement is reached within the aforementioned period, either Party may invoke the termination of the contract between them without compensation or indemnity of any kind whatsoever.
Article 11 - Protection of privacy
The Company processes the personal data received by the Customer for the purposes of fulfilling the rights and obligations set out in the order form, customer administration, promotion of the Company’s products and services, personalised information campaigns and direct marketing, including by e-mail. At any time, the Customer has the right to access, check and rectify, free of charge, any personal data concerning him/her, in accordance with the law of 8 December 1992 on the protection of privacy with regard to the processing of personal data.
Article 12 - Express covenants
If a Party remains in default of one or more of the essential obligations of the Purchase Order, such as, in particular, any failure to pay invoices on the due date, failure to gain access to the installation site, failure to carry out the work within the agreed period, etc., which is not remedied within fifteen (15) calendar days of the sending of a formal notice, the other Party is entitled to terminate the agreement at the expense of the defaulting Party, which is not remedied within fifteen (15) calendar days of the sending of a formal notice, the other Party is entitled to terminate the agreement to the detriment of the defaulting Party by notifying the latter by registered post, without prejudice to its right to claim damages as compensation for its loss.
Article 13 - Cancellation
13.1 Each Party has the right to terminate the collaboration, without delay or compensation, by sending a registered letter with acknowledgement of receipt to the other Party in the event that the other Party becomes insolvent, goes into liquidation, undergoes judicial reorganisation, is summoned or declared bankrupt, or any event which seriously jeopardises the existence of the other Party or its financial situation and prevents the proper continuity of the performance of the Purchase Order. The same shall apply if the other Party is faced with the possibility of the company being wound up (dissolution, nullity, etc.).
13.2 In the event that the Client decides to unilaterally terminate the collaboration, irrespective of any fault or default on the part of the Company, the Client will ipso jure owe the Company the cost of the services already provided and the expenses incurred by the Company on the date of termination, as well as an amount intended to cover the loss of profits suffered, fixed at thirty-five (35) percent of the total amount of the quotation (excluding VAT), without prejudice to the Company’s right to establish its actual loss if it proves to be greater. In such a case, if the deposit has already been paid, it will not be refunded and may be deducted by the Company from the amounts due to it pursuant to this Article.
Article 14 – Notifications
Unless otherwise agreed, any communication or notification between the Parties shall be validly made by electronic mail.
Article 15 - Non-waiver
Any derogation or waiver of a provision of these General Terms and Conditions may not be considered as a waiver of the other clauses of these General Terms and Conditions, which remain fully applicable.
Article 16 - Nullity or partial invalidity
The nullity or inapplicability of one of the clauses of these General Terms and Conditions or of the Quotation shall not affect the validity or applicability of the other clauses. Where applicable, the Parties undertake to replace the invalid or inapplicable clause with a valid clause which is the closest from an economic point of view to the invalid or inapplicable clause.
Article 17 - Tolerances
The failure of either Party to exercise any right it may derive from the purchase order or the fact of tolerating non-performance or infringement may never be interpreted as a waiver of the said right.
Article 18 - Applicable law and competent courts
18.1 The order form, including these general terms and conditions and the quotation containing the special terms and conditions, is governed by Belgian law.
18.2 Any dispute relating to the negotiation, formation, performance or dissolution of the contractual relationship between the Contractor and the Customer shall, in the absence of an amicable settlement, be subject to the jurisdiction of the courts of Nivelles.