Terms and Conditions

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General sales and service conditions

Zenon Energy – 2021.

Art. I General

1.1 These general terms and conditions of sale and service (the ‘General Terms and Conditions’) apply on all requests for quotations, quotations, assignments, order confirmations and agreements made by Zenon Energy Europe BV and all future companies associated with these companies (‘Zenon Energy’) are provided or have been entered into or agreed, as well as on all deliveries of goods (the ‘Product (s)’) and provision of services by Zenon (hereinafter referred to as ‘Services’).

By placing the order, but at the latest upon delivery of the Products or performance of the Services the customer (the ‘Customer’) agrees to the applicability of these General Terms and Conditions.

1.2 These General Terms and Conditions apply for the entire duration of the business relationship, this means also on subsequent agreements, negotiations or requests from the Client.

1.3 Unless otherwise agreed in writing by the parties, Zenon Energy will only pay Products delivered or Services performed on the basis of these General Terms and Conditions. All others terms and conditions – including the terms and conditions of the Client – are not binding on Zenon Energy.

1.4 In the event that a provision of the General Terms and Conditions becomes wholly or partially invalid this will not affect the validity of the other provisions of the General Terms and Conditions let.

1.5 Deviations from these General Terms and Conditions are only permitted if and insofar as the director (s) of Zenon Energy authorized to represent such deviations explicitly has / have accepted in writing, and exclusively with regard to the single agreement with regard to it of which relevant deviations have been agreed.

1.6 For the application of these General Terms and Conditions, the term “in writing” also refers to means all communication between parties via e-mail.

  1. Quotes, quotations, orders and agreements

2.1 All quotations and (budget) offers made by Zenon Energy are only binding during the term stated on this quotation or (budget) quotation.

2.2 An agreement is only concluded after written confirmation of a (signed) quotation / order by Zenon Energy or when otherwise expressly confirmed in writing. In case of a conflict or inconsistency between the content of a (signed) quotation or order and the content of Zenon Energy order confirmation, Zenon Energy order confirmation prevails.

2.3 In the absence of a Zenon Energy order confirmation, the delivery of the Products or the execution of the Services by Zenon Energy and / or a final invoice the order confirmation.

2.4 The data in illustrations, drawings and specifications of dimensions and weight, which are the basis forms for the quotation or order confirmation should only be regarded as estimated values, this insofar as they are not exclusively regarded as binding. The obligation rests on the Client check the aforementioned data.

2.5 Zenon Energy is and remains the owner of all documents, delivered models, samples or examples related to quotations or an agreement, and these may be without writing permission from Zenon Energy will not be supplied or made available to third parties inspection, or duplicated or counterfeited. At the request of Zenon Energy, such documents, models, samples or samples delivered within fourteen days in good condition DDP returned to Zenon Energy in accordance with Incoterms 2020

  1. Design and modifications

3.1 If it is stated in the quotation that Zenon Energy will undertake design work for the Customer Zenon Energy will send the final design of the Product to Customer after the date of the order confirmation. Customer will approve or reject the final design within 5 (five) working days after the final design has been sent to the Client by Zenon Energy. If Zenon Energy is not within 5 (five) has received approval or rejection from the Client on working days, the final design is deemed to have been completed are accepted by Customer.

3.2 Zenon Energy and Customer can agree that non-technical and non-functional changes to a Product, such as placing stickers, SIM cards, changing colors, etc. (the ‘Adjustment (s)’). Zenon Energy will approve the Adjustments requested by Customer reject through the order confirmation. Adjustments can have consequences for the final Product (the ‘Modified Product (s)’), its appearance, quality and / or lifespan. Zenon Energy is not liable for damage caused by the Adapted Products if it is damage due to the Adjustments.

  1. Webshop

4.1 For some of Zenon Energy’s Products, Customer can place orders through Zenon Energy webshop (the ‘Webshop’). An agreement is only concluded if one by the Client Order placed through the Webshop by Zenon Energy is confirmed by means of an order confirmation (not

being an offer confirmation).

4.2 The Webshop is made available to the Customer free of charge. Zenon Energy does not guarantee permanent, error-free availability of the Webshop. In particular, Zenon Energy does not guarantee that the Webshop is free from system errors, interruptions and / or malfunctions.

4.3 Access to the Web Shop is subject to the Web Shop’s terms of use. Submit as soon as the Customer uses the Webshop, the customer agrees to these terms of use.

  1. Transport and shipment

5.1 Unless otherwise agreed, prices and deliveries are ex warehouse or ex works and exclusive shipping or transport costs (Ex Works in accordance with the Incoterms 2020). In the case of Zenon Energy assists in any way with the loading of the Products will release Customer Zenon Energy of any responsibility or liability.

5.2 If the parties agree that Zenon Energy will take care of the transport, the transport and insurance costs for the account of the Client. The costs of this will be charged by Zenon Energy on the invoice or invoiced separately.

5.3 The transport takes place at the risk of the Customer, even if the carrier has expressly stated stipulated that all transport documents must state that any damage resulting from the transport is at the expense and risk of the sender.

  1. Delivery, delivery period, acceptance and force majeure

6.1 As part of the delivery of the Product, the parties can perform a ‘Factory Acceptance’ test and a ‘Site Acceptance’ test, where:

 

(a) Factory Acceptance the implied or explicit acceptance of the Product before leaving the factory means, which is done by (i) signing the corresponding test document by both parties, or (ii) shipping the Product from the Zenon Energy plant to the final location designated by Customer; and

(b) Site Acceptance means the implicit or explicit acceptance of the Product at the final location, which takes place by (i) signing the corresponding test document by both parties or

(ii) the commissioning of the Product at the final location designated by Customer.

6.2 Unless otherwise agreed, issued (delivery) dates or terms are extended if:

(a) Customer requires modifications to the final design later than five (5) business days after Zenon Energy has sent the final design to the Client;

(b) Customer does not meet all technical, administrative, commercial and financial requirements;

(c) Customer requires adjustments to the Product after the date of the order confirmation;

(d) Zenon Energy (partial) payments in respect of the Products or Services not for the Due date (as defined in clause 7.2).

6.3 The delivery dates and periods mentioned in quotations or order confirmations and / or other written correspondence is only guidelines and never deadlines. If the parties deviate from previously agreed on a fatal delivery date that has been exceeded, the Client will pay Zenon Energy send a written reminder for compliance with a reasonable period of compliance of at least 14 business days.

6.4 Partial deliveries are permitted.

6.5 From the moment of delivery of the Products by Zenon Energy, the entire risk is assumed the Products to Customer.

6.6 Zenon Energy may transfer its obligations under an agreement to third parties, then let third parties implement these obligations.

6.7 In the event that Zenon Energy or one of its suppliers is inconvenienced by a situation of force majeure, Zenon Energy has the right to postpone the delivery date for an appropriate period. The same applies in the event of government intervention, shortages of energy or raw materials, delays in the supply of parts by suppliers and / or on behalf of Customer, strikes, employee exclusions, lack of means of transport and other unforeseen delivery problems, as far as Zenon Energy cannot influence this. Zenon Energy will notify Customer about this and about it ensure that the inconvenience for the Client is kept to a minimum. In case of the situation of force majeure lasts longer than three months or as soon as it becomes clear that it lasts longer than three months, Zenon Energy is entitled to dissolve the agreement in whole or in part, insofar as this has not been carried out, and to demand payment for the parts that have been carried out, such without obligation to pay compensation to the Client.

6.8 If Customer – after notification of the Products by Zenon Energy – requests a delayed delivery, Zenon Energy reserves the right to pay the costs associated with the delayed delivery (including, but not limited to, storage and transport costs) to the Customer to bring. Zenon Energy is in this case entitled to send the invoice to the Customer, as if it had been delivered on the in first instance indicated delivery date.

6.9 The location of Zenon Energy’s factory that the Products supplies.

  1. Prices and payment terms

7.1 Prices are in euros, or in local currency based on the exchange rate set by the European Central Bank applicable in respect of that currency and the euro on the date of the quotation, exclusive of VAT and / or other charges.

7.2 Payments must be made in accordance with the agreed payment terms without any form of settlement. Unless stated otherwise in the quotation, quotation or order confirmation, payments must be transferred without deduction to the specified bank account (the ‘Due Date’). Payments are deemed to be made at the time that these have been credited to Zenon Energy’s bank account.

7.3 In the event that the Client fails to pay an amount at the latest on the Due Date, the Client is legally in default. In that case and without prejudice to the other remedies available to Zenon Energy Zenon Energy is entitled to charge the Client: (i) interest on all amounts owed and unpaid amounts at a rate of 2% above the statutory interest for trade agreements (Article 6: 119a BW) from the Due Date of the unpaid invoice and (ii) the statutory extrajudicial collection costs.

7.4 If the parties have agreed on payment in installments, Zenon Energy has the right to suspend his activities related to a subsequent term if an invoice in connection with a previous term has not been paid on time. In this case, all may expire delivery times agreed between the parties.

7.5 Discount agreements are completely canceled as soon as a payment default occurs (also in the case of partial payments) and / or in the event that all other payments due have not been paid at the latest at the time of receipt of the invoice amount to which the discount applies.

7.6 Complaints are not grounds for suspension of or delay in payment.

7.7 Zenon Energy is entitled – with immediate effect after prior written notification increase the price of the Products or Services if the cost-determining factors are more expensive become. These factors include, but are not limited to:

(a) raw and auxiliary materials, semi-finished products, auxiliary materials such as oil, water and energy;

(b) government action and exchange rate changes, products and services provided by third parties are involved, freight rates, import and export duties, excise duties, levies, taxes (to the extent that these rates, duties, excise duties, levies and taxes are included in the price of the goods), wages, salaries, social security contributions, freight costs and insurance premiums.

7.8 Furthermore, Zenon Energy is – with immediate effect after prior written notification – entitled to increase the price of the Products or Services in the event of a delay in the delivery terms and dates, if the delay in question is not attributable to Zenon Energy.

7.9 Unless specifically agreed otherwise, the price is exclusive of import duties, levies and taxes, fees or other expenses or costs necessary to implement the agreement, or travel and accommodation costs, which expenses, costs and expenses separately to Zenon Energy must be reimbursed.

  1. Obligations of the Client

8.1 In the event that the Customer has undertaken to supply parts for the production of – or those required for the Adjustments of – the ordered Products, these parts must be free of charge and delivered to the Zenon Energy plant (DDP in in accordance with the Incoterms 2020).

8.2 Zenon Energy reports defects of parts as soon as the defects occur during normal manifest business operations. Customer hereby waives the right to object to late reported defects.

8.3 In case of delayed or defective delivery or defective quality of such parts any delivery times agreed between the parties will lapse and the Client will indemnify Zenon Energy at extra cost and expenses and against damages and losses resulting from such delay, defective quality or lack. In such cases, Zenon Energy is entitled in its sole discretion interrupt the production process until suitable parts of good quality have been received.

8.4 The Client will at all times see to it at its own expense and risk and guarantees that:

(a) all licenses and permits necessary and required for the performance of an agreement present;

(b) all local, regional or national planning requirements are met;

and

(c) it will act in accordance with all applicable laws and regulations, including, but not limited to, applicable laws and regulations regarding recycling.

8.5 Damages and expenses as a result of non-compliance or late compliance with the provisions of the previous article Conditions contained are at the expense and risk of the Client.

  1. Intellectual Property and Other Protected Rights

9.1 If Products are produced or Services are performed based on ideas, Client’s proposals, models, drawings, Adjustments or samples are thus warranted by the Client no infringement is made of protected rights of third parties. In legal proceedings because of (alleged) infringement of patented rights, trademark rights, protected designs, Trade secrets or copyrights of third parties indemnify the Client Zenon Energy against all (damage) claims of third parties and costs incurred as a result. Customer will immediately arrange for participation in or takeover of the legal proceedings in case Zenon Energy Customer requests this.

9.2 All ideas, inventions, designs and samples, copyrighted works, patents, design rights, trademarks, copyrights and trade secrets and all knowledge or other intellectual property belonging to the Products or Services provided by Zenon Energy produced or carried out or in the context of the performance of an agreement generated, as well as all techniques used by Zenon Energy for production and design of the Products or performance of the Services, prior to or during the processing of an order, at all times the exclusive (intellectual) property of Zenon Energy.

  1. Firmware

10.1 Products supplied by Zenon Energy may include integrated software (the “Firmware”) installed. For some Products delivered by Zenon Energy it is possible that the Customer – against payment – uses Zenon Energy’s so-called “Vision” solutions (“Vision”). The Firmware and Vision solutions are subject to copyrights and other intellectual property rights from Zenon Energy or its licensors. There are no intellectual property rights transferred to Customer. Customer warrants to Zenon Energy and its licensors that Customer does not violate these rights.

10.2 Access to Vision is subject to terms of use. Customer or third parties acting on behalf of Customer accessing Vision to the extent permitted and applicable (the “User (s)”), abide by strictly adhere to Vision’s terms of use at all times. If and as soon as Customer or a User uses makes Vision, Customer or User agrees to these terms of use.

  1. Confidential information and secrecy

11.1 Customer must provide all information, specifications, company information and knowledge provided by Zenon Energyprovided about and by Zenon Energy with confidentiality. At the request of Zenon Energy must provide the Customer with the aforementioned information in good condition to Zenon Energy within fourteen days return or destroy.

11.2 Notwithstanding the confidentiality obligations of the parties, the Client agrees to this that Zenon Energy may use Client’s name and general project information for publicity notices and reference purposes.

  1. Notification of defects

12.1 The Customer is obliged to check the Products and Services upon delivery or after performance transport damage or other damage. Customer must return visible defects within 7 days of delivery or after detection of a defect in the Products or a defect in the Services performed in writing report with evidence and a specific description of the nature of the defect. At the request of Zenon Energy is obliged to deliver samples of the defective goods to Zenon Energy’s factory send at the expense and risk of the Client (DDP in accordance with the Incoterms 2020).

12.2 If Products are manufactured on the basis of the Customer’s instructions, the warranty is void with regard to efficiency / proper functioning and the warranty with regard to suitability for a particular purpose explicitly excluded. Nor can the customer make any claim under a warranty towards Zenon Energy with regard to parts supplied by him as described in article 8.1.

12.3 Disputes between Customer and Zenon Energy regarding quality, delivery or any other by Customer submitted complaint, do not entitle the Client to suspend payment.

12.4 Return of defective Products is only permitted after prior written notice permission from Zenon Energy. If Products have to be returned, such will be done a return at the expense and risk of the Client (DDP in accordance with the Incoterms 2020). Leads to acceptance of the returned Products or an investigation of the defect by Zenon Energy does not allow the Client to claim assignment of claims or other legal consequences.

  1. Warranty and liability

13.1 Zenon Energy guarantees a period of 12 (twelve) months after the performance of Services that these meet the requirements of good workmanship and guarantees up to a period of 24 (twenty-four) months from installation or delivery of Products to Customer, whichever occurs first occurs that all Products are free from defects. Zenon Energy will repair defects by caring for the repair or replacement of the Products or the re-performance of the Services, unless:

(a) the Products have been subject to abuse, improper installation or maintenance, not performed by Zenon Energy; or

(b) the Products have been disassembled, modified or repaired, not performed by Zenon Energy; or

(c) the manuals, operating instructions provided or otherwise applicable by Zenon Energy maintenance instructions for (parts of) the Products are not followed; or

(d) the Products are used in the vicinity of explosive or highly flammable substances or in or close to water; or

(e) there is normal wear and tear; or

(f) there is a failure of the power grid; whether there is a force majeure situation or the defect was caused in some other way

outside. The standard warranty for charging stations for electric cars is a ‘back to base’ warranty. Content these can be consulted on the Zenon Energy website. Any costs incurred outside the repair or replacement will be charged separately to the Client charged (if applicable: travel costs, man hours, transport, installation, removal, etc.). This one warranty is an exclusive warranty and is in lieu of any express or implied warranty of merchantability, fitness for a particular purpose, or other warranty. Zenon Energy does not give any warranties of fitness for a particular purpose or use of any kind.

13.2 Zenon Energy’s liability under or in connection with any agreement for the delivery of Products and / or Services that have been sold or performed on this basis is for the delivery of Products is limited to 50% of the value of the Products in the order confirmation / the agreement and for the provision of Services limited to 50% of the value of the annual service costs, regardless of whether this liability arises from the agreement (including fines and indemnities), tort (including negligence), fairness, law and regulations or otherwise.

13.3 Zenon Energy is not liable for any loss or damage in respect of profit, income, use, production, agreements, goodwill, corruption of software, data or information, whether for indirect or special damage, consequential damage or other such damage in any form.

13.4 The Client is obliged to indemnify or indemnify Zenon Energy in respect of all claims or claims from third parties for compensation for damage in connection with the Products supplied or Services performed.

  1. Retention of title

14.1 Until the Client has all financial obligations towards Zenon Energy, including interest and costs the title to the Products delivered by Zenon Energy rests with Zenon Energy. The Customer is obliged to store and manage the Products with due care.

14.2 With regard to resale, the Client hereby bears all claims, including all related rights and collateral security rights that Client has with regard to its customers and the Resold Products are transferred to Zenon Energy, and Zenon Energy hereby accepts them Handover. Upon request, the Customer will provide Zenon Energy with the names and addresses of its customers as well as the receivables and amounts incurred as a result of the sales in question to owe. Unless revoked by Zenon Energy and without prejudice to the exclusive right of Zenon Energy on the outstanding receivables, Customer may transfer the to Zenon Energy to collect claims in its own right but at the expense of Zenon Energy.

  1. Termination, Succession and Transfer

15.1 In the event of cancellation or dissolution of the agreement by the Client, Zenon Energy is entitled to pay the total value of the agreement, including the calculated profit. In the event of a lawful termination by Customer under clause 15.2 (a), Zenon Energy is entitled to reimburse the costs it has incurred up to that point.

15.2 Both parties have the right to cancel the agreement in the following cases only:

(a) there is an intentional or gross breach of material obligations under the agreement by the other party, and this shortcoming will not be remedied within a by reasonable period given in writing to the affected party; or

(b) the other party ceases or threatens to cease its business, is in a state of insolvency, files for bankruptcy, enters into a creditors’ agreement or goes bankrupt.

15.3 Orders are also binding on the legal successor of the Client or Zenon Energy. The rights and obligations as contained in the agreement and these General Terms and Conditions are not allowed transferred by the parties without the prior written consent of the other party, which consent may not be unreasonably withheld or delayed. It for this The aforementioned does not apply in the event of transfer to one or more legal successors. Such one transfer is legally valid upon written notice to the other party.

  1. Export

If the Customer exports (parts of) the Products delivered by Zenon Energy abroad,

The Client undertakes to observe the applicable national and international export regulations and will indemnify Customer Zenon Energy against all claims from third parties in connection with this export regulations.

  1. Personal data

17.1 If the Customer receives personal data from Zenon Energy in the context of the agreement with with regard to which Customer qualifies as a processor, Customer warrants that Customer will adhere to the General Data Protection Regulation and all other applicable laws and regulations with with regard to data protection (the ‘GDPR’). In that case, the parties will make further agreements in a processor agreement. The parties will also conclude a processor agreement if Zenon Energy receives personal data from Customer in the context of the agreement for which Zenon Energy does not itself qualify as controller.

17.2 If the Client himself is to be regarded as the controller in the context of the GDPR, the GDPR applies directly to him and guarantees Customer that he is in compliance with the GDPR acts.

17.3 Zenon Energy has drawn up a privacy statement, which can be consulted on Zenon Energy’s website. If Zenon Energy receives personal data from Customer, Customer will inform those involved of this privacy statement.

  1. Severability

18.1 In case one of the provisions of these General Terms and Conditions or an agreement for which

is found invalid or not legally valid for any reason, this will affect the legality of the remainder

provisions are not affected.

18.2 The parties undertake to replace the invalid provision with a legally valid one

provision that approximates the economic scope of the invalid provision as closely as possible.

  1. Governing Law

19.1 To these General Terms and Conditions and to any agreement to which these General Terms and Conditions apply, and to any dispute or claim arising out of or in connection with such one agreement and its subject matter, Dutch law is applicable, subject to exclusion of the rules of conflict of law applicable in the Netherlands and to the exclusion of the rules of the United Nations Convention for the International Sale of Goods.

19.2 Any disputes arising in connection with these Terms and Conditions and all agreements to which these General Terms and Conditions apply or further agreements ensuing from this must be submitted to the Midden Nederland District Court, location Almere, the Netherlands.

  1. SPECIAL CONDITIONS – ASSEMBLY, INSTALLATION AND SERVICE WORK (“Special Conditions”)

Assembly, installation and service activities (the ‘Work’) are not limited to Articles 1 to 19 of these General Terms and Conditions apply, but also articles 20 to 22 of the present Special Conditions. In the event of deviating or conflicting conditions, the articles of these Special Terms and Conditions above articles 1 to 19 of these General Terms and Conditions, with the exception of article 13 (Warranty and liability) which prevails at all times.

  1. Performance of work

20.1 If it has been agreed that Zenon Energy performs Work for the Client, Zenon Energy will serve this Work to be carried out in accordance with the agreed specifications. Zenon Energy has the right, but is not obliged to check the correctness of the information provided and, in case of any errors found, suspend the Work until the errors are to the satisfaction of Zenon Energy have been corrected.

20.2 The Client must ensure that all equipment and equipment required for the execution of the Work tools, to the fullest extent and at the discretion of Zenon Energy, are available. Zenon Energy is entitled to, if it deems this necessary for the progress of the Work, for to order the necessary equipment and to order such other equipment at the expense of the Client to take measures if Zenon Energy deems necessary. Serves at the first request of Zenon Energy The customer makes a qualified person available to Zenon Energy under his own responsibility to coordinate the Work on site or to assist in such coordination.

20.3 The Client will take care of this at its own expense and risk and guarantees that:

  1. a) the employees of Zenon Energy can start using immediately upon arrival at the installation site the Work during normal working hours and in addition, if Zenon Energy deems this necessary, outside normal working hours can continue, on condition that Zenon Energy gives Client timely notice has stated;
  2. b) there is suitable accommodation and all essential facilities for Zenon Energy employees available, in accordance with government regulations and the agreement;
  3. c) the access roads to the installation site are suitable for the necessary transport;
  4. d) the designated location is suitable for storage and assembly / installation / service;
  5. e) there are the necessary lockable storage facilities for materials, tools and the like;
  6. f) Zenon Energy can dispose of the normal measurement and measurements in good time and free of charge at the right place test equipment of the Client and the necessary and usual tools and operating materials (water, electricity, steam, compressed air, heating, lighting, fast, stable and reliable internet with one high security level, etc.);

(g) all necessary security measures and precautions have been taken and that all measures have been taken to comply with – with regard to assembly / installation / service applicable government regulations;

  1. h) the delivered Products are in the correct position at the start of and during the assembly / installation / service place.

20.4 The Client must check the Work periodically, as further to be agreed, and must check the Work to be approved in writing. In the event that the Client fails to check and / or approve the work, it will Work will be deemed to be approved within 3 (three) business days of Zenon Energy delivering its Work completed, but in the case of Work relating to a Product in any case at the time that the Product is put into use.

20.5 The Client will pay all costs incurred by Zenon Energy in connection with the Work, including reimburse travel and accommodation expenses.

20.6 Damages and expenses as a result of non-compliance or late compliance with the provisions of this article conditions are at the expense and risk of the Client.

  1. Extra work and canceled work

Execution of additional work or cancellation of Work must be agreed in writing. If there are more or less work is performed without such written agreement is Zenon Energy entitled to unilaterally determine the price of the Work in question in accordance with the market prevailing rates.

  1. Acceptance and Completion

The Work is deemed to have been accepted as follows:

(a) if no acceptance test has been agreed: on delivery, or, if in writing agreed that Zenon Energy will perform the Work, upon completion of the Work; or

(b) if the parties have agreed on an acceptance test in writing: on the first day after the test period; or

(c) if the Customer has used the Product prior to the time of acceptance: at the start of the use in question. Customer may not withhold acceptance on grounds other than those based on the specifications expressly agreed by the parties, nor on the basis of minor errors, including errors that do not impede the use or productivity of the Product stand.