Article 1. Application of the terms and conditions

1.1 These general terms and conditions apply to all quotations, price lists, orders, agreements and invoices of the private limited company MOSQUISAFE, with its registered office at 3500 Hasselt, [address to be completed], registered in the Crossroads Bank for Enterprises under number [company number to be inserted] (hereinafter “MOSQUISAFE”). By placing an order or entering into an agreement with MOSQUISAFE, the Customer acknowledges that they have taken note of these general terms and conditions and accept them in full.

1.2 These general terms and conditions exclude the application of any general or special terms and conditions of the Customer, even if these stipulate that they are the only ones applicable. The Customer’s terms and conditions are only binding if and insofar as they have been expressly accepted in writing by MOSQUISAFE.

Article 2. Conclusion of the contract

2.1 The contract is concluded upon the Customer’s written acceptance of the quotation within the validity period specified therein. In the absence of such acceptance, the contract is nevertheless concluded upon MOSQUISAFE commencing performance or upon the Customer’s unconditional acceptance of the delivery.

2.2 Quotations and orders are strictly limited to the subject matter described therein and are based on the information and circumstances known at the time of their preparation.

Article 3. Cancellation of the order

3.1 The contract entrusted to MOSQUISAFE may not be terminated unilaterally by the Customer without the express and prior consent of MOSQUISAFE. Any termination or suspension of the contract, whether before or during the performance of the works, requires express confirmation by MOSQUISAFE.

3.2 In the event of cancellation of an order by the Customer, a fixed compensation payment shall be due, determined as follows:

• 30% of the agreed price in the event of cancellation more than 14 calendar days before the scheduled delivery or performance;
• 50% of the agreed price in the event of cancellation between 14 and 7 calendar days before the scheduled delivery or performance;
• 75% of the agreed price in the event of cancellation less than 7 calendar days before the scheduled delivery or performance.

This is subject to a minimum charge of EUR 500.00, without prejudice to MOSQUISAFE’s right to prove that it has actually suffered greater damage.

3.3 In the case of bespoke or personalized Products, the full price is always payable in the event of cancellation.

3.4 A Customer acting as a Consumer within the meaning of Article I.1, 2° of the Economic Law Code is entitled to equivalent compensation if MOSQUISAFE cancels the contract, except in cases of force majeure.

3.5 This article does not affect the Consumer’s statutory right of withdrawal.

Article 4. Prices

4.1 All prices are set out in the quotation, price lists, contract, or work order.

4.2 MOSQUISAFE reserves the right to adjust the price and/or terms and conditions in the event of changed circumstances affecting the performance of the agreement, including but not limited to increases in the costs of suppliers, raw materials, transport, or other production costs.

If such a change in price or terms and conditions has a material impact on the agreement, the Customer shall be notified of this in writing. In such a case, the Customer shall have a period of eight (8) calendar days from the date of notification to terminate the agreement free of charge. If the agreement is not terminated within this period, the change shall be deemed to have been accepted.

4.3 Works, deliveries or services not expressly included in the quotation or agreement, as well as services that prove necessary due to circumstances not attributable to MOSQUISAFE, shall be regarded as additional works and charged separately. These shall be carried out and invoiced on a time and materials basis, in accordance with MOSQUISAFE’s current hourly rate and the applicable material costs.

Article 5. Performance of the works

5.1 MOSQUISAFE undertakes to perform the contract to the best of its ability and with due care. MOSQUISAFE is bound by an obligation of means. MOSQUISAFE is entitled to engage subcontractors for the performance of all or part of the works, without the Customer’s prior consent.

5.2 The Customer shall ensure that all necessary utilities are provided at the site of performance, including at least a sufficient and safe electricity connection to or in the immediate vicinity of the installation site of the Products. Any delays, additional costs, or damage resulting from the absence or unsuitability of these facilities shall be borne in full by the Customer.

5.3 Any specified completion dates are always indicative and not binding on MOSQUISAFE. Under no circumstances shall any delay in performance give rise to any form of compensation, price reduction, suspension of payment or termination of the agreement on the part of the Customer, except in the event of wilful misconduct on the part of MOSQUISAFE.

5.4 If additional work or modifications prove necessary during performance, these shall be regarded as additional works and shall be carried out and invoiced in accordance with Article 4.

5.5 MOSQUISAFE is only obliged to commence installation if the site is accessible in a normal, safe and immediate manner. The Customer shall ensure that the works can commence without delay. Failing this, all direct and indirect costs, including waiting times and lost working time, shall be borne in full by the Customer, without prior notice of default.

Article 6. Payment Terms

6.1 Unless otherwise specified in writing, all invoices are payable by the due date stated on the invoice, by bank transfer to MOSQUISAFE’s account number.

6.2 (B2B – Business Customers) In the event of late payment by a Customer acting in a commercial capacity, interest shall be payable by operation of law and without prior notice of default in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions. In addition, a fixed compensation of 10% of the invoice amount is payable, with a minimum of EUR 150.00, without prejudice to MOSQUISAFE’s right to prove higher actual damages.

6.3 (B2C – consumers) In the event of non-payment by a Consumer, MOSQUISAFE will first send an initial reminder free of charge. If payment is not made following this first reminder within the period specified therein, additional compensation and interest may be charged in accordance with the statutory provisions regarding the recovery of consumer debts.

6.4 In the event of total or partial non-payment on the due date, MOSQUISAFE reserves the right, without prior notice of default, to suspend the performance of ongoing deliveries or works and/or to refuse further performance until full payment has been made. MOSQUISAFE also reserves the right to terminate the contract if the Customer is in default, without prejudice to its right to claim damages.

Article 7. Complaints – Objections to Invoices

7.1 Any objection to an invoice or services provided must be notified to MOSQUISAFE in writing, stating the reasons, within eight (8) calendar days of the invoice date or delivery, clearly specifying the invoice in question and providing a detailed description of the complaint.

In the absence of a timely and substantiated objection, the invoice and the services shall be deemed to have been accepted, without prejudice to the Consumer’s rights under mandatory law.

Article 8. Warranty

8.1 For products supplied by MOSQUISAFE, only the warranty provided by the manufacturer or supplier of the product in question applies. The standard manufacturer’s warranty is valid for twelve (12) months from the date of delivery or installation, whichever occurs first.

8.2 The warranty is limited exclusively to manufacturing defects in the main unit and parts that are not considered consumables or wear parts. In the event of a recognised defect within the warranty period, MOSQUISAFE may, at its discretion: (a) repair defective parts; (b) supply replacement parts; or (c) provide remote technical support.

8.3 The warranty expressly does not apply to: consumable and wear-and-tear parts, including but not limited to thermistors, ignition needles, batteries and attractants; damage caused by incorrect installation, use or maintenance; damage caused by the use of unauthorised parts or accessories; damage caused by external factors or improper use.

8.4 The Customer is responsible for the correct installation and use of the product, for providing a stable power supply, and for carrying out basic maintenance in accordance with the manufacturer’s guidelines.

Article 9. Liability

9.1 MOSQUISAFE shall only be liable for its own proven negligence or that of its employees, excluding minor negligence to the extent permitted by law.
MOSQUISAFE shall in no event be liable for indirect damage, consequential damage, loss of profit, loss of turnover or any other economic loss.

9.2 MOSQUISAFE’s liability is in all cases limited to the re-performance of the services in question or the refund of the price of those services, at MOSQUISAFE’s discretion.
Total liability shall never exceed the amount paid by the Customer for the services in question.

9.3 MOSQUISAFE shall not be liable for damage caused by third parties not appointed by it, nor for damage resulting from errors on the part of the Customer or other parties involved at the installation site.

9.4 If the Customer provides infrastructure, access, or installation space, the Customer guarantees its suitability and indemnifies MOSQUISAFE against any damage arising therefrom.

9.5 The Customer waives the right to invoke non-contractual liability against MOSQUISAFE’s agents, including employees, directors, and (sub)contractors, in accordance with Article 6.3 of the Civil Code, except in the event of willful misconduct or bodily injury caused by these agents, to the extent permitted by law.

Article 10. Nullity

If any provision of these general terms and conditions is found to be null and void, the Parties agree to replace that provision with a valid provision that corresponds as closely as possible to the intention and scope of the null and void provision. That replacement provision shall then apply.

Article 11. Applicable law and competent court

Belgian law applies to MOSQUISAFE’s agreements. Any dispute relating to the conclusion, validity, performance, and/or termination of this agreement or these general terms and conditions shall be settled by the competent court with jurisdiction over the judicial district in which MOSQUISAFE has its registered office.

Article 12. Right of withdrawal (Consumer)

12.1 If the Customer is acting as a consumer within the meaning of Article I.1, 2° of the Economic Law Code and the contract was concluded at a distance or outside business premises, they have a right of withdrawal of 14 calendar days from the date of conclusion of the contract.

12.2 The Consumer acknowledges that the right of withdrawal does not apply to:

• services that have already been fully performed with their express prior consent and with the acknowledgement that they lose their right of withdrawal once performance has commenced; and
• goods manufactured to the Consumer’s specifications or clearly intended for a specific person (personalised or made-to-measure products).

12.3 To exercise the right of withdrawal, the consumer must inform MOSQUISAFE of their decision to withdraw from the contract by means of an unambiguous written statement.

Article 13. Miscellaneous

MOSQUISAFE reserves the right to use photographic material of the completed installation for promotional and commercial purposes, unless the Customer objects to this in writing in advance.