Between:

CAIROX BELGIUM NV, with registered office in 1930 Zaventem, Hoogstraat 180, with enterprise number BE 0451.428.496, hereinafter referred to as “the vendor”

And:

The customers of the above mentioned company, hereinafter referred to as “the buyer”

A. General

These conditions are deemed to have been irrevocably accepted by the buyer when placing an order, signing or approving an offer or an agreement.

The general terms and conditions of CAIROX BELGIUM can always be consulted via our website www.cairox.be.

All data and prices given in our price lists, folders, website, webshop, datasheets, quotations or any other means, are only for your information. We reserve ourselves the right to modify the prices and specifications of the products without any prior notice. The buyer is supposed to have read our general sales conditions and to irrevocably agree with these general sales conditions on the moment of ordering.

All prices indicated in the price lists, webshop, quotations, and so on, given by phone and written – are excluding VAT and if applicable, excluding Recupel costs. Both VAT and Recupel costs will be calculated according to the applicable percentage and/or rates. Amendments of this will be charged without any prior notice to the buyer.

For orders with a nett value of less than € 50,00 an administrative cost of € 5,00 (VAT not included) will be charged . This administrative cost will be cancelled in case of digital invoicing.

The acceptance of an order from the buyer by CAIROX BELGIUM cannot be regarded as the acceptance of the purchase conditions of the buyer. The buyer's general terms and conditions are never enforceable against CAIROX BELGIUM, unless CAIROX BELGIUM has expressly agreed to these terms and conditions in writing.

Orders placed via e-shop must always be confirmed by CAIROX BELGIUM in order to be legally valid. The stock indications and the calculated prices are only an indication and have no binding character.

CAIROX BELGIUM does not sell to private parties nor to its customer’s employees.

CAIROX BELGIUM sells to licensed installers and professional dealers only in order to guarantee that the materials are being installed and dismantled in accordance with the applicable legislation and the professional knowledge of our buyers. The buyer acknowledges that he has the required professional knowledge to install and maintain the purchased products according to the rules of the art and to have received the instructions for use of the products.

CAIROX BELGIUM reserves the right to refuse selling to buyers who cannot adequately prove that the purchased materials will be installed and maintained by personnel and/or subcontractors with the required certificates and/or qualifications.

Orders have to be confirmed in writing (mentioning VAT number and contact person), either through a purchase order or through e-shop. When using the webshop, the buyer is responsible for the management of the users, the granted user rights and passwords via the appropriate tool in the webshop.

Information given by telephone is purely informative and has no binding character.

B. Acceptance

The acceptance of the goods by the buyer takes place, or is legally deemed to have taken place, in our warehouses.

The collection of the goods by the buyer implies their legal acceptance.

Complaints about visible damage, that are not noted on the transport document (or, if the latter is not available, on the shipping note) or noted on the transport document that is not co-signed by the transporter, will not be accepted. This shipping note with notification of the missing or damaged product must be co-signed by the transporter and must be communicated by email to the Customer Service of CAIROX BELGIUM (customer-service@cairox.be) within 24 hours with all necessary photos of the damaged products or deliveries included as an attachment to be legally valid.

Any invisible damage must be reported in writing within 48 hours after delivery, and if necessary accompanied by a digital photo. No complaints will be accepted after this period of time.

Subject to the prior and written agreement of CAIROX BELGIUM, the fact that the buyer entrusts CAIROX BELGIUM with an order, work or service implies that he accepts all the sales terms and conditions of CAIROX BELGIUM. The general sales conditions on the documents of the buyer are not opposable to CAIROX BELGIUM. The general purchase conditions of the buyer do not apply, unless CAIROX BELGIUM sends a written agreement with its consent. The acceptance of purchase orders or the sending of an order confirmation implies in no way that CAIROX BELGIUM accepts the purchase conditions of the buyer.

C. Warranties

If the delivered goods are not conform and if they are legally refused, CAIROX BELGIUM reserves the right to replace them without any further obligation. In this case the buyer cannot claim the cancelling of the order, the refund of the advanced payments, nor the payment of a compensation, for any reason whatsoever.

The buyer cannot claim deduction of payments to serve the purpose of a warranty or under any other condition whatsoever.

Only appliances or products that have been regularly maintained and installed under the conditions for which they are intended are eligible for a warranty claim.

Our warranties only cover the delivery of spare parts for replacement of parts for which a manufacturing defect or an inherent defect is recognized. The dismounting, transport, remounting and all other related costs, as well as the possibly caused damage, are at the customer’s expense. CAIROX BELGIUM is never responsible for any consequential damage.

Components that are subject to normal wear are not covered by warranty (e.g. filters, belts, contactors, steam cylinders,...).

Unless explicitly stated otherwise, the warranty is 24 months from the invoice date (according to acceptance by our Technical Service) and is not suspended or extended in any way during the period required for the repair or replacement of the product. No new warranty period starts after a repair or replacement of a product.

If a product is replaced after a claim and a new warranty document is supplied by the manufacturer, no new warranty period applies to this new product.

Derogations on this warranty period of 24 months:

• 5-year warranty from the invoice date on products of the Fujitsu brand and heat pumps of the R-AQUA and Auer brands, always under the explicit condition that a maintenance contract with a minimum annual maintenance is concluded for these devices with a recognized installer for at least 5 years, and this from the date of commissioning, and that the maintenance has been professionally carried out and the maintenance invoice has been paid. The maintenance contract is concluded at the latest within 12 months after the invoice date and within 6 months after start-up.
• 5-year warranty from the invoice date on products of the Belimo and Brink brands, provided that the products have been installed and maintained in accordance with the instructions for use, which the buyer acknowledges having received.
• 3 years warranty from the invoice date on products of the Salda, GREE, CAIRMAN (MANDIK) and CAIROX brands, provided that the products have been installed and maintained in accordance with the instructions for use, which the buyer acknowledges having received.

In order to be legally valid, the warranty request must be made within 5 calendar days after the defect has been established and reported.

In case of malfunctions – whether or not under warranty – the customer sends the goods to CAIROX BELGIUM at the customer’s expense.

For every warranty request, the following elements are to be mentioned:

• Date of request, customer name and invoice number.
• Extensive description of the product and the malfunctions for which a warranty claim is being requested.
• Warranty requests for devices with a warranty period of more than 2 years should always be accompanied by the signed maintenance contract and a copy of the maintenance book starting from the date of installation until the date of the warranty request.

CAIROX BELGIUM can decide autonomously if the goods need to be repaired or replaced.

In case the warranty claim is accepted, CAIROX BELGIUM will send the goods free of charge back to the customer, in the territory of Belgium and the Grand Duchy of Luxembourg.

The warranty claims that have not been accepted will stay at the disposal of the customer for 14 days. After this period of 14 days, the goods will be recycled.

CAIROX BELGIUM reserves the right to change the warranty request procedure.

D. Working hours and travel costs

For repairs without warranty, an hourly rate of € 90,00 will be charged, starting from departure in Zaventem until arrival back in Zaventem. The travel costs are € 0,90/km.

CAIROX BELGIUM reserves the right to modify these prices according to the current indexation and market prices without any prior notice.

CAIROX BELGIUM reserves the right to check the proper installation, usage and maintenance of the unit. In case of derogation, the warranty can be refused.

Assistance for start-up in Belgium and the Grand Duchy of Luxemburg : Unless otherwise stated in sellers quotation, each intervention shall be subject to a charge of € 440,00 for maximum two hours on site, € 530,00 for three hours on site and € 620,00 for four hours on site.

If the installation is not ready for start-up, all additional working hours performed will be charged at an hourly rate of € 90.00, in addition to working hours for travel and travel costs for all technicians provided.

If the installation cannot be started, travel costs will be charged (actual working hours, working hours for travel and travel costs for all provided technicians).

CAIROX BELGIUM is not responsible for the installation and cannot be held responsible for any damage due to an incorrect installation in any way whatsoever.

If the application for intervention is cancelled the day before or the same day, a fixed amount of € 250,00 will be charged. All prices mentioned above are exclusive of VAT. CAIROX BELGIUM reserves the right to adjust these prices according to the current indexation and market prices without prior notice.

The installer/buyer must be present during each intervention by CAIROX BELGIUM technicians in order to guarantee safety and avoid any dispute.

Conditions for start-up assistance are available on our website www.cairox.be or simply upon request.

The prices and conditions mentioned above are only valid for the territory of Belgium and the Grand Duchy of Luxembourg.

Material handling costs, such as hiring of ladders, scissor lifts, etc., that are required for handling and security measures, are on behalf of the buyer.

E. Delivery terms, changes and cancellations of orders

The delivery terms are only an indication. Delays in delivery, due to any reason of any kind, can neither give cause for the cancellation of the order nor for the payment of any penalty or compensation.

All changes or cancellations of an order must be made in writing via e-mail to sales@cairox.be, and are only accepted after written agreement from CAIROX BELGIUM. CAIROX BELGIUM does not have to justify a refusal.

If CAIROX BELGIUM agrees to a change or cancellation, the following costs will be charged, with which the buyer expressly agrees:

• In case of change or cancellation of an order before the start of production or shipment, 20% of the order price (with a minimum of € 30.00 net) will be charged a.o. as a cancellation fee.
• No changes or cancellations of an order are allowed after the production start. In case of cancellation, a cancellation fee of 100% will be charged.

Orders that are ready for collection must be collected within 2 weeks. This period begins to run from the date of confirmation of collection provided to you by CAIROX BELGIUM. If not, administration costs of € 30.00 net will be charged. In addition, a cost of € 1 (excl. VAT) will be charged per square meter of storage space per day that the products are not collected, for an additional period of 2 weeks. After 4 weeks from the date of confirmation to collection, the order will be automatically cancelled, taking into account the applicable return and cancellation conditions.

Orders with delivery on call are kept free of charge for a maximum of 3 months. This term starts from the date of confirmation of the order by CAIROX BELGIUM. After this period, € 6.00 (excl. VAT) per square meter of storage space per month will be charged per started month, with a minimum of € 6.00 (excl. VAT), and the goods will be invoiced, after which the payment term starts running. Orders with delivery on call must in any case be delivered within 6 months. After this period of 6 months, orders will be cancelled, taking into account the applicable return and cancellation conditions.

Incorrect and/or damaged deliveries due to CAIROX BELGIUM will be taken back at its expense and replaced free of charge, without the buyer being entitled to any compensation, provided that the buyer reports the defective delivery in writing to CAIROX BELGIUM within the shortest possible term after delivery, taking into account what is stated under paragraph B.

All cases of force majeure, including (but not limited to) scarcity of materials, transport difficulties, accidents, strikes and lock-outs, natural disasters, (armed) conflicts,... and any incident that hinders the normal execution of the order, fall outside the responsibility of CAIROX BELGIUM. Thus, CAIROX BELGIUM reserves the right to suspend the performance of the contracts, or possibly to cancel them in whole or in part, without this suspension or cancellation, in whole or in part, giving rise to compensation on its part or to non-payment of what was already delivered.

G. Prices and quotations

The selling prices are based on market information and raw material prices at the moment of issuing of the price list of CAIROX BELGIUM. In case of unforeseen economic situations, our prices might be revised. Unless specified otherwise, our quotations are valid for 30 calendar days. When the validity of the offer has expired, all price agreements need to be discussed and approved again by CAIROX BELGIUM.

Our quotations, plans and concepts remain our property and cannot be transferred to third parties.

All prices are VAT exclusive and ex works.

The buyer is responsible for examining the feasibility of the proposed concept and the amount of parts needed. Possible surpluses are subject to the normal return conditions, as mentioned above.

H. Transport

Shipments with a minimum net value of € 400,00 VAT excl. are delivered carriage-paid to a single address within the territory of Belgium and the Grand Duchy of Luxembourg. This threshold can be modified at all times, without prior notice and without any motivation. Despite the carriage-paid delivery, every delivery of the goods, failed due to the customer’s absence, will be invoiced at the rate of the effective transport cost. In order to avoid this charge, CAIROX BELGIUM has to be informed in time by written about the opening hours and closing days.

For deliveries or partial deliveries of goods with a value under this threshold, a transport cost of € 35,00 VAT excl. will be charged per delivery and per partial delivery on the customer’s request. CAIROX BELGIUM reserves the right to modify these prices according to the current indexation and market prices without prior notice.

The order will only be delivered when all goods ordered with the relevant order are in stock. If the buyer wishes to deviate from this, this must be explicitly stated when ordering, whereby the buyer expressly accepts the transport costs of the partial deliveries.

The risks and perils of the transport are at the customer’s expense, even in case of a carriage-paid delivery. The unloading of the goods in packages and on pallet is done by the transporter unto the ground floor and unto 1 meter behind the boardwalk, except for spiral ducts, profiles and heavy or voluminous goods such as chillers and ventilation units. For each delivery of these goods, a forklift truck, crane or the necessary assistance must be provided on site by the buyer and at his expense, whereby it must be indicated in advance whether delivery should be made with an open truck.

The racks for spiral ducts are only used for transport and are immediately taken back by the transporter.

If the delivery has to take place with an open truck, forklift, crane and the like, or if the delivery has to take place at a specific time, the buyer must request a quote for this in advance.

For deliveries from abroad directly from the manufacturer, the exact time of delivery cannot be guaranteed.

(Re)placement of the products always takes place with the help of and entirely at the risk of the buyer, in accordance with the insurance conditions of the third-party service provider.

Every delivery and transport outside Belgium and G.H. Luxembourg, is at the buyer's expense.

Incorrect deliveries cannot give rise to any compensation.

I. Invoicing and payment conditions

Our invoices are drawn up after the goods have left our warehouse, thus implying that the invoicing date of the ordered goods is determined by the departure date of these goods. CAIROX BELGIUM reserves the right to cancel goods that are ready for collection and that have not been collected after 4 weeks, taking into account the applicable invoice and cancellation conditions. Collections via the night safe are billable from the moment the goods are available in the night safe.

All our invoices are to be paid immediately. In case of acceptance of the credit insurance company, a payment term of 30 days end of month can be granted. Collected goods are to be paid by bank or credit card. For safety reasons, no cheques or cash payments can be accepted, neither by the transporter, nor by CAIROX BELGIUM.

CAIROX BELGIUM reserves the right to review the payment terms at all times without the obligation of specifying any arguments.

Except if indicated otherwise by written, all invoices are to be paid at the latest on the due date mentioned on the invoice. CAIROX BELGIUM reserves the right to ask an advanced payment when ordering non-standard products or products that are not kept in stock and/or if the buyer is considered insufficiently creditworthy, either by CAIROX BELGIUM or by the credit insurance company.

For all amounts that remain unpaid on its due date, an interest of 8% per year will be calculated legally and without any formal notice on the total amount of the invoice reduced by the advanced payments if applicable.

Any amount that remains unpaid on its due date will, by operation of law and without notice of default, bear interest at the rate of 8% per year on the total of the invoice less the advances paid in time if applicable.

In case of non-payment on the due date, the total amount of the invoice will be increased with 12% by way of conventional compensation, with a minimum charge of € 50,00 per invoice (VAT excl.).

In case of non-payment of a single invoice on the due date, CAIROX BELGIUM reserves the right to claim all other – even non-due – invoices with immediate effect by operation of law.

If the buyer fails to fulfil his commitments, the sale can be cancelled by operation of law without notice and without prejudice to the right of CAIROX BELGIUM to all compensations and interests. The expression of will per prior notice by registered post from CAIROX BELGIUM is sufficient for this purpose. The advances paid, where applicable, remain our property in compensation for possible losses in the event of resale.

Without prejudice to the buyer's risk with regard to the goods, CAIROX BELGIUM reserves the right of ownership to the delivered goods until full payment of the price. The advances paid remain our property in compensation for possible losses in the event of resale. The sales value of all non-standard goods and goods that are not kept in stock remains due in full by the buyer, regardless of whether they have been delivered or not.

The drawing and/or acceptance of a bill of exchange or other negotiable documents shall neither imply a novation of debt nor a modification of these sales conditions.

In the event of a dispute, only the courts of the registered office of CAIROX BELGIUM and of the buyer's place of residence, at the choice of CAIROX BELGIUM, have sole jurisdiction. Belgian law is exclusively applicable.

If the confidence of CAIROX BELGIUM in the creditworthiness of the buyer is violated by acts of judicial execution against the buyer and/or any other demonstrable events that question the confidence in the proper performance of the obligations from entered into by the buyer and/or make it impossible, CAIROX BELGIUM reserves the right to demand suitable guarantees from the buyer. If the buyer refuses to comply, CAIROX BELGIUM reserves the right to cancel all or part of the order, even if the goods have already been shipped in whole or in part. All resulting damage and loss of profit that CAIROX BELGIUM suffers as a result must be compensated by the buyer to CAIROX BELGIUM.