GENERAL TERMS AND CONDITIONS BV LOXXER

Version 2024.01

1. Applicability

These general terms and conditions apply to every order placed with BV LOXXER, with its registered office at 8800 Roeselare, Rumbeeksegravier 166 bus D, registered in the legal entities register under number 0713.493.495 (hereinafter 'LOXXER'). The general terms and conditions apply to every order placed by the customer with LOXXER.

2. Quotations

2.1 All price calculations, quotations, and other offers from LOXXER are indicative and non-binding.

2.2 Prices and conditions in LOXXER's quotations are valid for a period of 30 days, unless expressly stated otherwise.

2.3 The agreement is only concluded after written confirmation from the customer.

3. Price

3.1 All prices are in euros, excluding VAT.

3.2 All taxes, levies, and charges of any kind related to the delivered goods or their transport, including new taxes introduced after the conclusion of the agreement, are entirely borne by the customer.

3.3 An advance payment may be requested, and in such a case, it is specified in the quotation. Payment of advance invoices is final and cannot be reclaimed by the customer.

4. Payment Terms

4.1 Unless otherwise specified, invoices are payable within 14 calendar days from the invoice date without any cash discount.

4.2 In case of late payment, an interest of 1% per month is due by operation of law, without prior notice. Additionally, LOXXER has the right to demand a lump-sum compensation of 10% of the outstanding amount, with a minimum of 250 euros, if the invoice remains unpaid on the due date without a valid reason. LOXXER reserves the right to claim a higher compensation if the actual damage is proven.

4.3 Complaints regarding LOXXER's invoices must be submitted, under penalty of forfeiture, within 10 calendar days from the invoice date by registered letter.

4.4 LOXXER reserves the right to suspend its services in case of non-payment on the due date until the outstanding amounts are fully paid.

5. Delivery

5.1 The delivery time communicated by LOXXER is always indicative and serves as a target date, unless otherwise agreed in writing between the parties. The mere exceeding of the indicative delivery time does not constitute a breach of contract.

5.2 Goods are delivered to the agreed address, unloaded from the arriving means of transport. LOXXER bears the risk concerning transport, which transfers as soon as the goods are unloaded at the agreed address.

5.3 Unless otherwise specified, LOXXER is not responsible for delivery inside the customer's premises or for installation. The goods are always delivered 'plug-and-play.'

5.4 At the time of delivery, the customer signs a delivery note approving the receipt of the goods.

6. Retention of Ownership

LOXXER retains ownership of the delivered and/or ordered goods and services until full and effective payment of the principal sum, interests, costs, and taxes related to them, even if the goods are processed, used, or resold. Risks of all kinds, including fortuitous events and force majeure, are borne by the customer from the moment the goods leave the customer's establishment. In case of non-payment on the due date, LOXXER has the right to take back the goods at the customer's expense and to enforce its right to compensation.

7. Visible and Hidden Defects

7.1 Any visible defects and non-conforming deliveries must be mentioned in writing on the delivery note, with the customer describing the defects in detail. The use of the delivered goods by the customer implies irrevocable acceptance.

7.2 LOXXER's liability for any hidden defects in the goods delivered by LOXXER is limited to defects that manifest within 3 months after the delivery of the goods. Any hidden defects must be reported immediately and at the latest within 8 calendar days of discovery, by registered letter from the customer to LOXXER, under penalty of forfeiture of recourse.

7.3 Complaints about visible or hidden defects do not suspend the customer's payment obligation.

7.4 LOXXER cannot be held responsible for any injuries or direct or indirect damage of any kind caused by improper commissioning or misuse of the parts.

8. Subscription Services

8.1 If the customer uses the subscription services (hereinafter 'the Application'), a separate license fee will be charged. A monthly or annual subscription fee will be invoiced, depending on the billing cycle chosen by the customer and as long as the subscription continues.

8.2 In this case, LOXXER grants the customer a non-exclusive license to install and use the Application on its devices, solely as necessary for the intended use of LOXXER's goods for which the Application will be used (the 'LOXXER device').

8.3 The subscription runs for each paid subscription period and is automatically terminated unless the customer renews the subscription by paying a new subscription period. Mid-term termination is not possible.

8.4 LOXXER guarantees that it will act to the best of its ability in providing the Application to the customer. However, LOXXER cannot guarantee that the Application will work permanently, uninterrupted, and without errors. In case of availability issues, LOXXER commits to do its utmost to resolve the problem as quickly as possible, without providing any guarantee to this effect.

9. Intellectual Property

LOXXER is and remains the sole owner of the intellectual property rights to the goods delivered by LOXXER. The granted right to use the Application does not imply a transfer of ownership rights to the Application.

10. Force Majeure and Unforeseeability

10.1 None of the parties is obliged to fulfill any obligation, including all agreed warranty obligations, if prevented from doing so due to force majeure, including but not limited to: natural disasters, epidemics, force majeure on the part of a supplier of LOXXER, government measures, power outage, general transport problems, fire, etc.

10.2 If a fundamental change in economic circumstances results in the execution of the agreement becoming an unreasonable or disproportionate burden for one of the parties, the parties will consult to jointly agree on a fair adjustment of the contract.

11. Applicable Law and Jurisdiction

11.1 The contract between the customer and LOXXER is exclusively governed by Belgian law.

11.2 Any disputes regarding the validity, interpretation, or execution of the contract will be resolved amicably as much as possible. In the absence of an amicable settlement, the parties agree that only the courts of the judicial district where LOXXER is established or the court of the customer's residence, if the customer is a consumer, are competent.

12. Miscellaneous

Any (wholly or partially) invalid or unenforceable provision is automatically replaced by a new, valid, and enforceable provision that comes as close as possible to the purpose (including economic consequences) of the collaboration and the text of the original provision.