General Terms and Conditions relating to Installations and Services of NEOPOWER SRL

(Purchase of a photovoltaic installation by a private individual)

Article 1 – Scope of application

1.1 These general terms and conditions (hereinafter the "General Terms and Conditions") apply (i) to the delivery and installation of any photovoltaic system (hereinafter the "Installation") and/or (ii) to any service (hereinafter the "Service") provided to a client, as identified at the top of the Quotation (hereinafter the "Client"), carried out by NEOPOWER SRL, whose registered office is located at Clos du Seringas 6, 1301 Wavre, registered with the Banque-Carrefour des Entreprises under no. 0784.501.950 (hereinafter referred to as the "Contractor"). The Contractor and the Client are also hereinafter referred to individually as the "Party" and collectively as the "Parties".

1.2 By accepting and signing the quotation issued by the Contractor specifying the particular conditions, including the description of the Installation and/or Service as well as the related financial conditions (hereinafter the "Quotation"), the Client acknowledges having received a copy of these General Terms and Conditions, having read them and having accepted them in their entirety. These General Terms and Conditions may only be derogated from with the written consent of the Contractor and, where applicable, the Client's general terms and conditions shall not be applicable and shall not be enforceable against the Contractor.

1.3 The Parties agree that these General Terms and Conditions together with the Quotation specifying the applicable particular conditions accepted by the Client constitute a works contract (hereinafter the "Works Contract").

Article 2 – Quotation and Client acceptance

2.1 Quotation - Upon the Client's request, in writing (ordinary mail or electronic mail) or by telephone, the Contractor prepares and sends a Quotation. The Parties acknowledge that the Quotation issued by the Contractor is valid only for the Installations and/or Services mentioned therein and does not cover any additional costs incurred by the Contractor, in particular to remedy any non-compliance with applicable standards (especially those relating to the electrical or heating installation and/or the roof structure serving as a support for the photovoltaic panels). The Client acknowledges that the Contractor's studies, catalogues, brochures, price lists, technical documentation, website content, etc., do not constitute offers and are without commitment.

2.2 Client acceptance - The Client has a period of twenty (20) calendar days from the date shown on the Quotation to accept it. After this period, the Quotation shall automatically be considered null and void, unless otherwise agreed in writing by the Contractor. Any order shall be considered final and the Works Contract shall be deemed validly concluded from the date on which the Client has returned the Quotation duly completed and signed.

2.3 Off-premises contract - In the event that the Works Contract has been concluded outside the Contractor's premises (as defined in Article I.8, 31° of the Code of Economic Law), the Contractor informs the Client that they have a period of fourteen (14) days from the conclusion of the Works Contract to withdraw, without having to state their reasons and without incurring costs other than those provided for in Article VI.70, § 1, paragraph 2, and Article VI.71 of the Code of Economic Law. The Client wishing to exercise their right of withdrawal must inform the Contractor in writing, before the expiry of the 14-day period indicated above, of their decision to withdraw from the contract.

Article 3 – Contractor's services and terms of performance

3.1 The Contractor undertakes only what is expressly specified in the Works Contract. The Contractor undertakes to use its best efforts to ensure the proper performance of the services entrusted to it (it being understood that "best efforts" means the efforts that a reasonable professional in the Contractor's situation would make to carry out its tasks as efficiently and diligently as possible), in accordance with the generally recognised rules of the trade at the time of their performance and with the Client's reasonable prior specifications and instructions.

3.2 In particular, the Contractor undertakes (i) to inform the Client of the technical aspects related to the Installation and/or Service provided, the compliance or non-compliance of their electrical installation, as well as that of their roof, where applicable, and (ii) to respond with diligence and to the best of its competence to the Client's questions. The Contractor undertakes to make every effort to deliver and install the Installation or to provide the Service specified in the Quotation at the agreed location and within the agreed timeframes.

3.3 Where expressly agreed between the Parties, the Contractor undertakes, as the Client's agent, to compile the administrative file directly related to the Installation. In the case of a photovoltaic installation, "compilation of the administrative file" means in particular (i) verification of subsidies and incentives applicable in the Client's region, (ii) contact with municipal services, (iii) contact with the Distribution System Operator (DSO), (iv) verification of the electrical and planning regulations in force in the Client's region relating to the commissioning of the photovoltaic installation, and (v) inspection and acceptance by the Inspection Body. The Client undertakes to provide the Contractor, as soon as possible, upon request, with any document that the Contractor considers necessary or useful to complete the administrative formalities, including their latest electricity consumption invoice(s), their latest tax form, their latest payslip, their bank account number, and proof of identity.

Article 4 – Delivery – Approval – Acceptance

4.1 Within fifteen (15) calendar days from the Contractor's receipt of the completed and signed Quotation, and provided that the deposit as mentioned in the Quotation has been duly received, the Contractor shall inform the Client of the timeframes for (i) delivery, installation and commissioning of the Installation and/or (ii) provision of the agreed Service. These timeframes are given as an indication and constitute a best-efforts obligation on the part of the Contractor.

4.2 The Client undertakes to provide access to the premises where the Installation is to be delivered and installed and/or the Service provided. Where applicable, the Client also undertakes to provide free of charge the electricity required for the assembly of the installation. Unless otherwise agreed, the Client must provide a space of at least 6 metres in front of the building where the Installation and/or Service is to be carried out and, if necessary, shall be responsible for the administrative procedures and costs involved in reserving the necessary space on the public highway.

4.3 The Client is required to notify the Contractor of any existing or foreseeable obstacle or difficulty likely to prevent, delay or make more difficult the delivery and installation of the Installation or the provision of the Service, either during the visit of the Contractor's representative or, in any event, within two (2) working days prior to the scheduled date for delivery and/or installation of the Installation and/or provision of the Service. The Contractor cannot be held responsible for any delay or costs caused by any particular or unforeseen situation, such as (i) the absence of the Client or a representative during the Contractor's or its representative's visit, (ii) the presence of a market obstructing passage, (iii) pedestrian streets and unreported roadworks, or (iv) an access distance of more than ten (10) metres between the unloading point and the Client's building. In the event of impossibility of delivery or installation of the Installation and/or provision of the Service due to a cause attributable to the Client, such as their absence, the Client shall be required to bear the costs incurred by the Contractor and/or its representative.

4.4 The Contractor undertakes to make every effort to deliver the Installation and/or provide the Service at the agreed location and within the agreed timeframes. The risks relating to the Installation and its components are transferred to the Client upon delivery.

4.5 Acceptance-approval - The Client is required to inspect the delivered Installation and/or Service provided immediately at the time of delivery and/or provision in order to verify its conformity with the Quotation and the presence of any apparent damage and/or defects following a careful examination. If all or part of the delivered Installation and/or Service provided does not conform to the Quotation, the Client is required to refuse to accept the non-conforming Installation and/or Service or to accept it only subject to a written reservation. In the absence of refusal or written reservation, the Client shall be deemed to have accepted the delivered Installation and/or Service provided as conforming to the Quotation.

4.6 In particular, the acceptance-approval of a photovoltaic installation is effective when the Inspection Body has accepted it and constitutes, provided it has not already been obtained, definitive and unconditional acceptance-approval of the works. The Contractor may, without the non-exercise of this right affecting in any way the definitive acceptance-approval of the works resulting from the commissioning of the photovoltaic Installation, invite the Client to confirm this acceptance-approval in writing.

Article 5 – Service prices and supplements

5.1 When an initial deposit is mentioned in the Quotation, it is due upon acceptance of the Quotation and prior to any delivery, installation and commissioning of an Installation and/or provision of the Service. If other deposits are mentioned in the Quotation prior to the performance of the Contractor's services, these are also due in accordance with the terms and timeframes set out in the Quotation. In the event of non-payment, the Contractor reserves the right to suspend the performance of the services provided for in the Quotation. The balance of the total amount must be paid by the Client at the time of acceptance-approval of the Installation upon receipt of the corresponding invoice.

5.2 Any request by the Client to modify the Contractor's assignment as set out in the Quotation or any request for an additional Service or product accepted by the Contractor shall be made in writing and may give rise to a price supplement, at a minimum the travel costs, as well as, where applicable, a revision of the timeframe for the performance of all or part of the Contractor's assignments. In case of doubt as to the conformity of the electrical installation and/or, where applicable, the roof structure with applicable standards (in particular with regard to the perfect watertightness of the relevant part of the roof), the Client is required to notify the Contractor immediately.

Article 6 – Payment terms

6.1 All amounts due to the Contractor are payable at its registered office, net and in cash, unless otherwise stated in the Quotation or any related invoice issued by the Contractor. Intermediaries, representatives, employees or subcontractors of the Contractor are in no way authorised to receive the Client's payments and/or to issue a valid receipt.

6.2 Total or partial non-payment of any amount due at its maturity shall result, after a period of seven (7) calendar days, in the sending of a payment reminder. If the Client fails to pay the amount due within fifteen (15) calendar days of its maturity, this amount shall automatically be increased by interest at an annual rate of ten (10)%, as well as a fixed indemnity of ten (10)% with a minimum of seven hundred and fifty (750) euros.

6.3 Any dispute concerning an invoice must be substantiated and sent to the Contractor within seven (7) calendar days of the invoice date by registered letter or electronic mail. After this period, the dispute shall not be admissible.

6.4 If an invoice is issued in the name of a third party at the Client's request, the Client and the third party shall be jointly and severally liable for the payment of the relevant debt to the Contractor.

Article 7 – Retention of title

7.1 Any Installation delivered and/or set up shall remain the property of the Contractor until full payment of all amounts due in principal, costs, interest and any indemnities. In the event of non-payment of the amounts due at maturity, the Contractor shall have the right to repossess the Installation at the Client's expense; where applicable, the Client authorises the Contractor or the persons designated by it to access the premises where the delivered and/or installed Installation is located.

7.2 Until full payment for the Installation, the Client may neither resell it, nor pledge it, nor subject it to any security or privilege without the prior written consent of the Contractor. The Client undertakes to notify the Contractor of any seizure carried out by a third party on the delivered Installation or on the property where the Installation has been placed and for which the price has not been fully paid. Similarly, the Client undertakes to inform the Contractor in the event that the delivered Installation is stored in premises rented by the Client or a third party and shall provide the Contractor with the landlord's contact details. Until full payment, and to the extent necessary, the Client waives the benefit of accession.

Article 8 – Contractor's guarantees and liabilities

8.1 Conformity guarantee

8.1.1 Contractor's guarantee - Unless otherwise agreed by contract, the Contractor offers a 2-year guarantee on all installed products, without prejudice to the guarantee offered by the manufacturer.

8.1.2 Manufacturer's guarantee - The Contractor does not assume the guarantee for defects affecting the various components of the Installation, subject to the obligations incumbent upon it under the legislation governing the sale of consumer goods (Articles 1649bis to 1649octies of the Civil Code). However, the Contractor assigns to the Client all rights it may have against the manufacturer in respect of such defects. Appended to these General Terms and Conditions, the Client is provided with a copy of the guarantees relating to their Installation as given by the manufacturer, which the Client acknowledges having fully read. Depending on the type of Installation and on the express condition that the Parties expressly provide for it in writing in the Quotation, the manufacturer's guarantee may be extended through the services of insurance companies not directly related to the manufacturer.

8.1.3 Consumer goods guarantee - For the avoidance of doubt, it is recalled that the Client has legal rights under the legislation governing the sale of consumer goods (Articles 1649bis to 1649octies of the Civil Code), which are not affected by the guarantee conferred by the manufacturer. Any claim made in this regard must be notified to the Contractor by registered letter or fax within a maximum period of two (2) months from the discovery of the lack of conformity. The letter of complaint must include a description of the lack of conformity observed and the date of its observation. In the absence of notification within the prescribed period, the Client shall forfeit their rights. Upon discovery of a lack of conformity, the Client shall avoid any use of the non-conforming element and, if necessary, of the entire Installation, which would have the effect of aggravating the defect observed. Otherwise, the Contractor shall not be required to bear any aggravation of the lack of conformity resulting therefrom. The benefit of the guarantee requires that the products to which it relates are used and maintained under the conditions prescribed by the Contractor or, failing that, by the manufacturer (catalogues, instructions, manuals made available to the Client) or, failing that, under normal conditions of use and maintenance. The following shall not give rise to the benefit of the guarantee: any breakdown or damage resulting from (i) any intervention, adjustment, repair or operation equivalent to maintenance or repair work carried out on the delivered products by a person not approved by the Contractor and (ii) any fire, electrical damage, water damage, accident or lack of air conditioning, storm or any other meteorological phenomenon. Any intervention by the Contractor under the consumer goods guarantee is subject, as a prerequisite, to an inspection and, if necessary, the return to the Contractor for examination of the elements deemed by the Client to be non-conforming, accompanied by a copy of the invoices and an exact, clear and complete description of the non-conformity observed.

8.2 Guarantee of works related to the Installation

8.2.1 Minor hidden defects - For a period of two (2) years from the acceptance-approval referred to in Article 4 of these General Terms and Conditions, the Contractor assumes liability for minor hidden defects related to the works carried out for the installation of the Installation. Any action brought by the Client in this regard must, on pain of forfeiture, be initiated within sixty (60) calendar days from the occurrence of the minor hidden defects related to the works carried out. Any negotiations between the Contractor and the Client shall neither suspend nor interrupt this sixty (60) calendar day period. In the event that the Contractor's liability for minor hidden defects is established, the Contractor shall only be required to carry out, at its own expense, the necessary works to bring the works into conformity with what was initially agreed.

8.2.2 Watertightness guarantee - In the case of a photovoltaic installation, for a period of ten (10) years from the acceptance-approval referred to in Article 4 of these General Terms and Conditions and provided that the Contractor has carried out works likely to interfere with the watertightness of the Client's roof, the Contractor guarantees, with respect to the specific part of the roof on which the photovoltaic installation has been placed, a similar degree of watertightness to that which existed before the installation of the photovoltaic system. Unless otherwise provided by law, any claim under this guarantee must be brought in the forms and conditions set out in Article 8.1 of these General Terms and Conditions.

8.3 Limitation of liability

Unless otherwise agreed in writing by the Contractor, its commitments under the Works Contract are best-efforts obligations. In the event that the Contractor causes damage to the Client, its liability is, in all cases, limited to direct and foreseeable damage, to the exclusion of all indirect damage, such as, in particular, claim costs, travel or transport costs, loss of profit, loss of amenity or enjoyment, moral damage or any other indirect damage. With the exception of bodily injury, the Contractor's liability shall not exceed the total amount (excl. VAT) of the works and/or services as set out in the Quotation. The Contractor's liability is excluded in the event of damage caused jointly by a defect in the delivered Installation and by the fault of the victim or a person for whom the victim is responsible. The Contractor's liability is also excluded in the event of damage caused by a grid power surge, in which case the Client should deal directly with their distribution network operator. If the Contractor were to connect to an existing Installation, it could in no case be held responsible for any defect thereof. It shall only be liable for the design and quality of its own installations/products, in accordance with these General Terms and Conditions.

Furthermore, Neopower expressly informs the Client that the commissioning of the photovoltaic installation, and in particular the activation of the inverter, is strictly conditional upon the prior obtaining of a certificate of conformity issued by an approved inspection body, in accordance with the General Regulations on Electrical Installations (RGIE). Any commissioning carried out without a valid RGIE certificate is strictly prohibited and is the sole responsibility of the Client.

Article 9 – Client's guarantees and liabilities

In the event of the delivery and installation of a photovoltaic system, the Client declares and warrants that their electrical installation complies with the applicable standards and in particular with the General Regulations on Electrical Installations (R.G.I.E. – Royal Decree of 10 March 1981 making the General Regulations on Electrical Installations mandatory for domestic installations and certain power transmission and distribution lines, Belgian Official Gazette, 29 April 1981). Consequently, the Client 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 Inspection Body considers that their electrical installation is not compliant. The Client acknowledges and accepts that Neopower has no obligation to carry out any works to bring the existing electrical installation into compliance, unless otherwise expressly agreed in writing. The Client also declares and warrants that the structure of their roof intended to support the photovoltaic panels complies with the applicable standards. In case of doubt as to the load-bearing capacity of the roof, the Client is obliged to inform Neopower in writing prior to any intervention.

The Client is solely responsible for carrying out, at their own expense, all necessary technical studies to determine the maximum load that the roof and all its load-bearing elements can support. Neopower can in no case be held liable for any damage, direct or indirect, resulting from insufficient load-bearing capacity of the roof or its elements, such liability resting exclusively with the Client.

Furthermore, the Client guarantees the watertightness of the part of the roof on which the photovoltaic panels are to be installed. Failing this, the Client undertakes to take the necessary steps to ensure, at their own expense and prior to the installation of the photovoltaic system, the compliance of their electrical installation and/or their roof, as well as the watertightness of the relevant part of their roof. Under no circumstances shall the Contractor be held liable for any non-compliance of the Client's electrical installation and/or roof, or for any lack of watertightness of the part of the roof intended to support the photovoltaic installation. The Client further declares and warrants that the building which is the subject of the Installation or works is covered by fire insurance. The Client certifies that there is no asbestos or other harmful substances at the location of the Installation and/or at the location where the works are carried out. If despite this the Contractor were to work with asbestos (whilst complying with safety measures), the disposal of waste shall be at the expense and under the responsibility of the Client. Furthermore, if a planning permit is required, the Client shall be responsible for the steps necessary to obtain it. The Client undertakes to provide it to the Contractor no later than two (2) working days before the scheduled date for delivery and/or installation of the Installation. The Contractor shall not commence works until a copy of the obtained permit has been provided.

In the event that, through the fault and/or oversight and/or error of the Client, it is impossible to carry out the installation (such as: Article 4.2, 4.3, 4.4 or 9) on the scheduled date, the Client shall automatically be liable to the Contractor for the cost of services rendered and expenses incurred by the Contractor, as well as an amount intended to cover the loss of profits, fixed on a flat-rate basis at ten (10)% of the total amount of the Quotation (excl. VAT), without prejudice to the Contractor's right to establish its actual loss which may prove to be greater.

In the event of malfunction of the application or any interface associated with the installation resulting in particular, without limitation, from an error or failure of the Wi-Fi network, a change of password, a change of internet service provider or any other cause over which Neopower has no control, Neopower reserves the right to charge the Client intervention fees corresponding to the on-site visit and/or the operations necessary to restore the proper functioning of the installation, the application or any other associated interface.

Article 10 – Assignment and subcontracting

The Contractor may assign or subcontract all or part of the rights and obligations under the Works Contract without requiring the Client's consent.

Article 11 – Force majeure – Fortuitous event – Hardship

11.1 In the event of force majeure or a fortuitous event, namely the occurrence of an event beyond the control of the Contractor making the total or partial performance of its obligations impossible, the Contractor shall be released, without compensation or indemnity of any kind, from said obligations. The following events are notably considered as cases of force majeure or fortuitous events: fires, natural disasters and exceptional weather events, labour disputes with the Contractor's subcontractors or suppliers, impossibilities or exceptional difficulties in using means and channels of transport, orders or commands of Belgian, European or foreign public authorities, changes in Belgian, European or foreign regulations. Furthermore, given the nature of the Contractor's activities, any weather conditions that would prevent the Contractor from carrying out an Installation, causing a postponement of the installation date, shall not give rise to any compensation towards the Client.

11.2 If, due to circumstances beyond the control of the Contractor, the performance of its obligations cannot be continued or is simply rendered more onerous or difficult, the Contractor and the Client undertake to negotiate in good faith and loyally an adaptation of the contractual conditions within a period of thirty (30) calendar days in order to restore the balance thereof. In the absence of agreement within the aforementioned period, either Party may invoke the termination of the contractual relationship binding them without compensation or indemnity of any kind.

Article 12 – Privacy protection

The processing by the Contractor of personal data provided by the Client is carried out for the purposes of performing the Works Contract, client administration, promotion of the Contractor's products and services, the establishment of personalised information campaigns and direct marketing, including by means of electronic mail. At any time, the Client has the right of access, review and free rectification of their personal data under the applicable legislation and, in particular, General Regulation 679/2016 on data protection ("GDPR"). The Contractor undertakes to implement all appropriate and reasonable technical and organisational measures to ensure the protection of the Client's data.

Article 13 – Express termination clause

If a Party remains in default of performing one or more essential obligations of the Works Contract, such as, in particular, any failure to pay invoices at maturity, failure to provide access to the installation site, failure to perform the guarantee, etc., which is not remedied within fifteen (15) calendar days of the sending of a formal notice, the other Party is authorised to terminate the Works Contract as of right, without prior judicial recourse, at the fault of the defaulting Party by means of a notification sent to the latter by registered letter, without prejudice to the right to claim damages by way of compensation for its loss.

Article 14 – Termination

14.1 Each Party has the right to terminate the Works Contract, without notice or indemnity, by sending a registered letter with acknowledgement of receipt to the other Party in the event that the other Party becomes insolvent, enters into liquidation, judicial reorganisation, bankruptcy proceedings are initiated, a liquidator is appointed, any event seriously jeopardising the existence of the other Party or its financial situation preventing the proper continuation of the performance of the Works Contract, or the other Party is placed in any situation involving the end of the company (dissolution, lapse, etc.).

14.2 In the event that the Client decides to unilaterally terminate the Works Contract independently of any fault of the Contractor, the Client shall automatically be liable to the Contractor for the cost of services rendered and expenses incurred by the Contractor on the date of termination, as well as an amount intended to cover the loss of profits, fixed on a flat-rate basis at thirty-five (35)% of the total amount of the Quotation (excl. VAT), without prejudice to the Contractor's right to establish its actual loss which may prove to be greater. In such event, if the deposit has already been paid, it shall not be refunded and may be deducted by the Contractor from the amounts owed by the Client pursuant to this Article.

14.3 If, after having established that the Client's electrical installation is not compliant and/or that their roof is not suitable to accommodate an Installation and/or that safety conditions cannot be met, and the Client refuses to carry out the necessary works to remedy the situation, the Contractor may terminate the contract. In this case, the Client shall remain liable to the Contractor for the costs and the cost of materials used on the date of termination. The same shall apply if the planning permit has not been provided within the period indicated in Article 9.

Article 15 – Amendment

Any addition, modification or deletion to these General Terms and Conditions or to the Quotation must be the subject of a written amendment duly signed by each of the Parties.

Article 16 – Non-waiver and tolerances

Any derogation from or waiver of a provision of these General Terms and Conditions cannot be considered as a waiver of the other clauses of these General Terms and Conditions, which remain fully applicable. The failure by either Party to exercise any right under the Works Contract or the toleration of a non-performance or breach may never be interpreted as a waiver of the right to invoke said right.

Article 17 – Notifications

Unless otherwise stipulated, any communication or notification between the Parties shall be validly made by registered letter with acknowledgement of receipt or electronic mail with acknowledgement of receipt.

Article 18 – Partial nullity or invalidity

The nullity or inapplicability of any clause of these General Terms and Conditions or the Quotation shall not affect the validity or applicability of the other clauses. Where applicable, the Parties undertake to replace the null or inapplicable clause with a valid clause that is closest from an economic standpoint to the null or inapplicable clause.

Article 19 – Applicable law and jurisdiction

19.1 The Works Contract, namely these General Terms and Conditions and the Quotation setting out the particular conditions, is governed by Belgian law.

19.2 Any dispute relating to the negotiation, formation, performance or dissolution of the contractual relationship between the Contractor and the Client shall, failing amicable settlement, be submitted to the jurisdiction of the courts of Wavre.

NEOPOWER General Terms and Conditions of Sale

(Purchase of equipment by professionals)

Article 1 – Scope of application

These general terms and conditions of NEOPOWER SRL, whose registered office is located at Clos du Seringas 6, 1301 Wavre, registered with the Banque-Carrefour des Entreprises under no. 0784.501.950 (hereinafter "NEOPOWER"), apply without reservation and as of right to any order placed with it by a client (hereinafter the "Client") and, in general, to any relationship established between the parties (hereinafter the "Parties").

By requesting and/or formally accepting an offer issued by NEOPOWER (hereinafter the "Offer"), the Client expressly acknowledges having read these general terms and conditions and having accepted them without any reservation. Any derogation from these general terms and conditions may only be recorded in a written document formally approved by the Parties and, unless expressly accepted in writing by NEOPOWER, the Client's general terms and conditions of purchase and sale and/or any other document emanating from the Client shall not be enforceable against NEOPOWER.

Any request for or acceptance of an Offer online necessarily requires reading and accepting NEOPOWER's general terms and conditions. Said general terms and conditions are available and accessible at all times on the Neopower website (www.neopower.com) and/or upon express request by the Client (email sent to info@neopower.com).

Article 2 – Offer and acceptance

2.1 Any Offer from NEOPOWER stipulates the particular conditions applicable to any supply of goods and/or services to the Client (detailed description of the goods/services covered, prices, delivery timeframes, etc.) and is only valid for the period mentioned therein. After this period, the Offer shall automatically be considered null and void, unless otherwise agreed in writing by NEOPOWER. Unless otherwise stated in the Offer, NEOPOWER reserves the right to modify it until it has been formally accepted by the Client.

2.2 Any order shall be considered final and a contract shall be deemed validly concluded from the date on which the Client has either (i) returned the duly completed and signed Offer to NEOPOWER by email or post, or (ii) accepted and submitted the NEOPOWER Offer online. The Parties agree that these General Terms and Conditions together with the Offer specifying the applicable particular conditions accepted by the Client constitute the contract (hereinafter the "Contract"). Any other document (in particular any specifications or any other documentation emanating from the Client) does not form part of the Contract and does not in any case constitute a contractual document. The Client acknowledges that the Client's studies, catalogues, brochures, price lists, technical documentation, website content, etc., do not constitute offers and are without commitment.

2.3 The Contract may only be amended in writing duly signed by the authorised representatives of both Parties. Any claim due to possible or alleged inaccuracies in the Offer must, on pain of forfeiture, be notified in writing within seven (7) calendar days following the date of notification of acceptance of the Offer by the Client.

2.4 In the event that a Client has subscribed to and accepted an Offer at a distance (outside the premises of NEOPOWER) and provided that the Client effectively constitutes a consumer within the meaning of the Code of Economic Law, the Client legally benefits from a right of withdrawal and, should they wish to exercise it, is required to notify NEOPOWER in writing of their intention to cancel the purchase within fourteen (14) calendar days from the day following the delivery of the goods, it being understood that the Client shall bear alone all costs and risks associated with the return/transport of the delivered goods to the registered office of NEOPOWER. Furthermore, NEOPOWER reserves the right to defer the refund of any amount already paid by the Client until due recovery of the goods and, where applicable, to deduct from the amount to be refunded the depreciation value of the goods in the event of damage caused.

Article 3 – Financial terms and payment conditions

3.1 Any deposit mentioned in the Offer is due upon acceptance thereof by the Client and prior to any delivery of goods and/or provision of services by NEOPOWER. Deposits paid are to be set against the order price and do not constitute earnest money the forfeiture of which would authorise the Client to withdraw from the contract. In the event of non-payment, NEOPOWER reserves the right to suspend the performance of the services provided for in the Offer. The balance of the total amount must be paid by the Client at the time of delivery of the goods and/or provision of the services upon receipt of the corresponding invoice.

3.2 Any request by the Client to modify NEOPOWER's services as set out in the Offer or any request for additional services accepted by NEOPOWER shall be made in writing 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 services entrusted to NEOPOWER.

3.3 All amounts due to NEOPOWER are payable at the registered office of NEOPOWER, net and in cash, unless otherwise stated in the Offer or any related invoice issued by NEOPOWER. Intermediaries, representatives, employees or subcontractors of NEOPOWER are in no way authorised to receive the Client's payments and/or to issue a valid receipt. The Client is not authorised, for any reason whatsoever, to offset, deduct, withhold or suspend any obligation owed to NEOPOWER.

3.4 Total or partial non-payment of any amount due at its maturity shall result, after a period of seven (7) calendar days, in the sending of a written payment reminder. If the Client fails to pay the amount due within fifteen (15) calendar days of its maturity, this amount shall automatically be increased by interest at an annual rate of ten (10)%.

3.5 Any dispute concerning an invoice must be substantiated and sent to NEOPOWER within seven (7) calendar days of the invoice date by registered letter or electronic mail. After this period, the dispute shall not be admissible.

3.6 NEOPOWER shall at all times have the right to deduct all sums that the Client may owe to NEOPOWER (whether or not due or conditional) from any sum (whether or not due) that NEOPOWER may owe to the Client.

Article 4 – Delivery and acceptance/approval

4.1 Within fifteen (15) calendar days from receipt of the Offer accepted and returned by the Client, and provided that, where applicable, the deposit mentioned in the Offer has been duly received, NEOPOWER shall inform the Client of the timeframes for (i) delivery of the goods and/or (ii) provision of the agreed service(s). These timeframes are given as an indication and constitute a best-efforts obligation on the part of NEOPOWER.

4.2 The Client undertakes to provide access to the premises where the goods are to be delivered and/or the service provided. Delivery shall be made by the means chosen by NEOPOWER unless otherwise agreed in writing. The Client is required to notify NEOPOWER of any existing or foreseeable obstacle or difficulty likely to prevent, delay or make more difficult the delivery and/or the provision of the service, either during the visit of NEOPOWER's representative or, in any event, within two (2) working days prior to the scheduled date for delivery and/or provision of the service. NEOPOWER cannot be held responsible for any delay or costs caused by any particular or unforeseen situation. In the event of impossibility of delivery and/or provision of the service due to a cause attributable to the Client, such as their absence, the Client shall be required to bear the costs incurred by NEOPOWER and/or its representative.

4.3 NEOPOWER undertakes to make every effort to deliver the goods and/or provide the service at the agreed location and within the agreed timeframes; however, the timeframes indicated in the Offer are "indicative" without any obligation of result and NEOPOWER reserves the right to revise its timeframes due to circumstances beyond its control (supplier delays, force majeure, etc.). In the event of delay, the Client shall not be entitled to claim any right to compensation or offset.

4.4 The risks relating to the delivered goods are transferred to the Client upon delivery. If the Client refuses to take delivery or neglects to provide the information or instructions necessary for delivery, the products shall be stored at the Client's risk and expense for a maximum of two (2) weeks, and the Client shall be liable for an immediately payable penalty of 10% of the invoiced value of the products in question, without prejudice to NEOPOWER's other rights under the contract or the law to demand performance and/or obtain damages from the Client.

4.5 Products delivered by NEOPOWER remain the property of NEOPOWER until full payment of the purchase price by the Client. Products delivered by NEOPOWER and subject to this retention of title may only be resold or used in the ordinary course of business. As long as the retention of title applies, the Client is not authorised to pledge the products in question or to establish any other right over them.

4.6 Acceptance-approval - The Client is required to inspect the delivered goods and/or service provided immediately at the time of delivery and/or provision in order to verify conformity with the Offer and the presence of any apparent damage and/or defects following a careful examination. If all or part of the delivered goods and/or service provided does not conform to the Offer, the Client is required to refuse to accept the non-conforming goods and/or service or to accept them only subject to a written reservation. In the absence of refusal or written reservation, the Client shall be deemed to have accepted the delivered goods and/or service provided as conforming to the Offer. The approval shall cover all apparent defects, that is to say all those that the Client could have detected at the time of delivery or within five (5) calendar days thereafter by means of a careful and thorough inspection, in particular those relating to the characteristics and functioning of the delivered goods. For a reasonable period, and at least fourteen (14) days from the date of the notification referred to above, the Client must allow NEOPOWER to examine (or have examined) the product in question at a location to be determined by NEOPOWER. Unless otherwise expressly agreed, transport shall be at the Client's risk and expense. If the Client discovers a defect after the installation and/or commissioning of the product in question, the Client must, for at least fourteen (14) days, allow NEOPOWER to examine (or have examined) the product in question in the condition in which the defect was discovered, unless it is proven that this would result in a dangerous situation.

Article 5 – Guarantee and limitation of liability

5.1 In general, NEOPOWER undertakes only what is expressly specified in the Contract. NEOPOWER undertakes to use its best efforts to ensure the proper performance of the services entrusted to it (it being understood that "best efforts" means the efforts that a reasonable professional in NEOPOWER's situation would make to carry out its tasks as efficiently and diligently as possible), in accordance with the generally recognised rules of the trade at the time of their performance and with the Client's reasonable prior specifications and instructions.

5.2 Due to its capacity as intermediary, NEOPOWER provides no guarantee concerning the delivered goods (in particular hidden defects), but the Client nevertheless benefits from the commercial guarantee offered by the manufacturer or importer. When the application of this guarantee requires an intervention by NEOPOWER, NEOPOWER reserves the right to charge the Client for the handling, shipping and administration costs incurred by NEOPOWER. In the event of dissolution of a manufacturer or supplier or in the event of closure or liquidation of the manufacturer's/supplier's business, NEOPOWER shall in no case be able to assist the Client in enforcing or asserting guarantees, compensation or other rights against such manufacturer/supplier.

5.3 Unless otherwise agreed in writing by NEOPOWER, its commitments under the Works Contract are best-efforts obligations. In the event that NEOPOWER causes damage to the Client, its liability is, in all cases, limited to direct and foreseeable damage, to the exclusion of all indirect damage, such as, in particular, claim costs, travel or transport costs, loss of profit, loss of amenity or enjoyment, moral damage or any other indirect damage. With the exception of bodily injury, NEOPOWER's liability shall not exceed the total amount (excl. VAT) of the works and/or services as set out in the Offer.

Article 6 – Express termination clause

Without prejudice to what is otherwise provided under these General Terms and Conditions, if a Party remains in default of performing one or more essential obligations of the Contract, such as, in particular, any failure to pay invoices at maturity, etc., which is not remedied within fifteen (15) calendar days of the sending of a formal notice, the other Party is authorised to terminate as of right, without prior judicial recourse, at the fault of the defaulting Party by means of a notification sent to the latter by registered letter, without prejudice to the right to claim damages by way of compensation for its loss.

Article 7 – Termination

7.1 Each Party has the right to terminate the Contract, without notice or indemnity, by sending a registered letter with acknowledgement of receipt to the other Party in the event that the other Party becomes insolvent, enters into liquidation, judicial reorganisation, bankruptcy proceedings are initiated, a liquidator is appointed, any event seriously jeopardising the existence of the other Party or its financial situation preventing the proper continuation of the performance of the Works Contract, or the other Party is placed in any situation involving the end of the company (dissolution, lapse, etc.).

7.2 In the event that the Client decides to unilaterally terminate the Contract independently of any fault of the Contractor, the Client shall automatically be liable to NEOPOWER for the cost of services rendered and expenses incurred by the Contractor on the date of termination, as well as an amount intended to cover the loss of profits, fixed on a flat-rate basis at thirty-five (35)% of the total amount of the Offer (excl. VAT), without prejudice to NEOPOWER's right to establish its actual loss which may prove to be greater. In such event, if the deposit has already been paid, it shall not be refunded and may be deducted by NEOPOWER from the amounts owed by the Client pursuant to this Article.

Article 8 – Processing of personal data

8.1 Under the General Data Protection Regulation (hereinafter referred to as "GDPR"), the use of the Client's data is permitted if one of the legitimate grounds for use provided for by the GDPR applies. The proper performance of the contract requires that, for purposes including the delivery of goods and/or the provision of services and the sending of invoices, NEOPOWER receives and processes the Client's (personal) data, such as the name, address, telephone number, email address, VAT number or the Client's order list. Furthermore, NEOPOWER uses the Client's (personal) data to contact the Client in order to obtain their opinion on the services provided by NEOPOWER and to inform them from time to time of important changes or developments, for example on NEOPOWER's website or concerning the goods sold and services provided by NEOPOWER. Furthermore, to the extent that the Client has given their consent, NEOPOWER uses the (personal) data to inform the Client by email about other products and services offered by NEOPOWER that may be of interest to the Client. Finally, NEOPOWER uses and analyses the information provided by the Client on NEOPOWER's website to manage, support, improve and develop NEOPOWER's commercial activities. The Client consents to the processing of their (personal) data and the Client authorises NEOPOWER to process their (personal) data and to exchange data electronically (internet and email).

8.2 NEOPOWER will not sell the Client's (personal) data to third parties, unless the performance of the contract with the Client requires it, a legal obligation so requires, or the Client consents thereto. In order to guarantee the same level of security and confidentiality of the Client's (personal) data, NEOPOWER will conclude a data processing agreement with the companies that process the Client's (personal) data on behalf of NEOPOWER.

8.3 NEOPOWER takes security measures (including through security software) to protect the Client's (personal) data against access by unauthorised persons and against unlawful processing, accidental loss, destruction or damage. NEOPOWER will retain the (personal) data for a reasonable period or for as long as required by law.

8.4 NEOPOWER uses "cookies" on its website. Cookies are small amounts of information that NEOPOWER stores on the Client's computer, tablet or smartphone. When using NEOPOWER's website, the Client can give their authorisation for the use of cookies, to the extent that such cookies require authorisation. NEOPOWER uses functional, analytical and tracking cookies. Cookies allow the Client to log in more easily and to use NEOPOWER's website during subsequent visits. Cookies also allow NEOPOWER to monitor traffic on its website and to adapt the website content to the Client. The Client can configure their computer to refuse cookies. Furthermore, the Client can at any time modify or withdraw their cookie authorisation via the cookie declaration on NEOPOWER's website. The Client can also inform NEOPOWER that they no longer accept cookies (email sent to info@neopower.com). However, if the Client modifies their computer settings to refuse cookies, certain features of NEOPOWER's website may not be available to the Client.

8.5 The Client has the right to access, rectify and delete their personal data. The Client can do so by written request to Neopower at the email address info@neopower.com. Furthermore, the Client has the right to withdraw any data processing authorisation or to object to the processing of their personal data by NEOPOWER, and the Client has the right to data portability. This means that the Client can request NEOPOWER to transmit the personal data it holds about them in a computer file to the Client or to another organisation designated by them. If the Client wishes to exercise their right to object and/or their right to data portability, or if they have any other questions or comments regarding data processing, they can send a specific request to info@neopower.com. The Client also has the option to lodge a complaint with the national supervisory authority, the Belgian Data Protection Authority (https://www.autoriteprotectiondonnees.be/).

Article 9 – Subcontracting and assignment

9.1 NEOPOWER may subcontract, under its responsibility, all or part of the services under the Works Contract without requiring the Client's consent.

9.2 It is expressly agreed that NEOPOWER may at any time assign to a third party its rights arising from this contract, the acceptance of these terms and conditions automatically and in advance constituting the Client's consent to the assignment or novation. If the Client intends to contest this legal transaction, they must inform the assignor and the assignee by registered letter or by bailiff, within three (3) calendar days of becoming aware of the legal transaction. Failing this, their silence shall confirm the prior agreement of principle contained herein.

Article 10 – Partial invalidity

If one or more clauses of this Agreement are annulled, for whatever reason, and do not render its performance definitively impossible, the Parties undertake to immediately revise by mutual agreement the annulled clause(s) in order to continue the performance of this Agreement.

Article 11 – Tolerances

The failure by NEOPOWER to exercise any right or the toleration of a non-performance or breach of any of its Articles may never be interpreted as a waiver of the right to invoke said right and/or Article.

Article 12 – Applicable law and jurisdiction

11.1 Any dispute relating to the negotiation, formation, interpretation, performance of the contract, its consequences and effects, shall be submitted to the jurisdiction of the courts of Nivelles ruling in French.

12.2 The Court shall rule in accordance with Belgian law.