Skip to Content

General Terms and conditions Sales


These are the terms for professionals - see below for consumer terms


    Article 1. Definitions 

    - Article: an article to these Conditions.

    - Business Day: a day other than a Saturday, Sunday or public holiday in Belgium, when banks in Brussels are open for business.

    - Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Article 12.4.

    - Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

    - Customer: the natural or legal person acting for professional purposes who purchases the Goods from the Supplier.

    - Delivery Date: the estimated date for delivery of the Goods as agreed upon between the parties in writing.

    - Delivery Location: has the meaning given in Article 4.2.

    - Force Majeure Event: any circumstance not in a party's reasonable control including, but not limited to, (a) acts of God, flood, drought, earthquake or other natural disaster; (b) ​ ​epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking ​off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority, including ​ ​imposing an export or import restriction, quota or prohibition; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or ​lockouts; (h) non(-timely) performance by suppliers or subcontractors; and (i) interruption or failure of utility service.

    - Goods: the goods (or any part of them) set out in the Order Confirmation.

    - Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and ​trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the ​confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered ​and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights ​or forms of protection which subsist or will subsist now or in the future in any part of the world.

    - Order: the Customer's order for the Goods.

    - Order Confirmation: has the meaning given in Article 2.3. 

    - Supplier: Frolight BV, a private limited company (“besloten vennootschap”) incorporated under the laws of Belgium, with offices at Legen Heirweg 23 box C000, 9890 Gavere ​ ​(Belgium) and registered with the Crossroads Bank for Enterprises under number VAT BE 0765.279.520 (RLE Ghent, section Ghent).


    Article 2. Basis of contract

    2.1 These Conditions apply to each quotation for the Goods, each Order and each Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate (even if these terms state otherwise), or which are implied by law, trade custom, practice or course of dealing. In case of any conflict, discrepancy, inconsistency, contradiction or ambiguity between any provision of these Conditions and a written contract, the provisions of the written contract shall prevail.

    2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order submitted by the Customer are complete and accurate.

    2.3 The Order shall only be deemed to be accepted when the Supplier issues a written confirmation of the Order (the “Order Confirmation”), at which point the Contract shall come into existence. After this date, the Order is final, and the Customer may not amend or cancel the Order.

    2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

    2.5 Any samples and demo models provided by the Supplier to the Customer remain the Supplier’s property. The Customer shall make any such samples and demo models available for the Supplier for collection at such times as the Supplier reasonably requests.

    2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. Unless otherwise agreed between the parties, a quotation shall only be valid for a period of thirty (30) calendar days from its date of issue.


    Article 3. Goods

    The Goods are described in the Order Confirmation.


    Article 4. Delivery

    4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the number of the Order, the type and quantity of the Goods (including the code numbers of the Goods, where applicable) and the total weight of the Order.

    4.2 Unless otherwise agreed between the parties, the Customer shall collect the Goods from the Supplier's premises at Legen Heirweg 23 box C000, 9890 Gavere (Belgium) (the “Delivery Location”) by the Delivery Date.

    4.3 Delivery is completed when the Supplier places the Goods at the Customer’s disposal at the Delivery Location. Where the Supplier is authorised or required by the Customer to send the Goods to the Customer, delivery of the Goods to a carrier for the purpose of transmission of the Goods to the Customer is deemed to be a delivery of Goods to the Customer.

    4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Delays in the delivery of the Goods shall not entitle the Customer to (a) refuse to take delivery of the Goods; (b) claim damages; or (c) terminate the Contract. The Supplier shall have no liability for any failure or delay in delivering the Goods to the extent that such failure or delay is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

    4.5 If the Customer fails to take delivery of the Goods on Delivery Date, then (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the Delivery Date; and (b) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

    4.6 If ten (10) Business Days after the Delivery Date the Customer has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods.

    4.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.


    Article 5. Quality

    5.1 The Goods supplied to the Customer shall conform with their description.

    5.2 The Supplier provides the Goods in conformity with the relevant European Union safety and quality standards and guarantees compliance with applicable EU legislation, including CE marking.

    5.3 The Customer shall be fully responsible for ensuring additional compliance with all applicable laws, regulations, standards, and certification requirements in the destination country. This includes, but is not limited to, national and regional safety standards, electrical and fire-safety regulations, environmental requirements, installation standards, and any mandatory product certifications (such as UL certification in the United States, CSA in Canada, UKCA in the United Kingdom, or any other equivalent certification applicable in the Customer’s jurisdiction). The Seller shall not be held liable for any consequences resulting from the Customer’s failure to comply with such requirements.

    5.4 It is the sole responsibility of the Customer to verify, obtain, and maintain any additional certifications, approvals, or permits required for the import, installation, or use of the Goods in the destination country.

    5.5 The Supplier does not provide the Customer with any specific warranties with respect to the Goods (other than the warranties provided in Article 5.1 and 5.2) and in particular does not warrant that the Goods shall be fit for any (specific) purpose held out by the Customer. Furthermore, the Seller makes no representation or warranty that the Goods meet certification or regulatory requirements outside the EU, unless explicitly agreed in writing.

    5.6 The Customer may reject any Goods delivered to it that do not comply with Article 5.1 and 5.2, provided that (a) none of the events listed in Article 5.8 apply; and (b) the Customer gives written notice of rejection to the Supplier. In the case of a defect that is apparent on normal visual inspection, the Customer gives written notice of rejection to the Supplier within two (2) Business Days of delivery. In the case of a latent defect, the Customer gives written notice of rejection to the Supplier within two (2) Business Days of the latent defect having become apparent. The Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost.

    5.7 If the Customer fails to give written notice of rejection in accordance with Article 5.6, the Customer shall be deemed to have accepted the Goods.

    5.8 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in Article 5.1 and 5.2 if (a) the Customer makes any further use of those Goods after giving notice in accordance with Article 5.6; (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions for the storage or use of the Goods or (if there are none) good trade practice regarding the same; (c) the Customer alters or repairs those Goods without the written consent of the Supplier; (d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

    5.9 If the Customer rejects the Goods according to Article 5.6 and the Customer’s complaint is well-founded, then the Supplier shall repair or replace the rejected Goods.

    5.10 Except as provided in this Article 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in Article 5.1 and 5.2.

    5.11 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.


    Article 6. Title and risk

    6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

    6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full for the Goods (and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums).

    6.3 Until title to the Goods has passed to the Customer, the Customer shall (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (d) notify the Supplier immediately if it becomes subject to any of the events listed in Article 9.1(b) to Article 9.1(d); and (e) give the Supplier such information as the Supplier may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer.

    6.4 The Customer may not resell or use the Goods before the Supplier receives payment for the Goods.

    6.5 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver all Goods in its possession and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.


    Article 7. Price and payment

    7.1 The price of the Goods shall be the price set out in the Order Confirmation. All prices are in euros.

    7.2 The Supplier may, by giving written notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to (a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Customer to change the delivery date(s), or quantities or types of Goods ordered; or (c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

    7.3 The price of the Goods excludes (a) amounts in respect of value added tax (“VAT”), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and (b) the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer in addition to the price of the Goods. Any currency exchange rate costs shall be borne by the Customer.

    7.4 The Supplier shall invoice the Customer for the Goods as specified in the Order Confirmation before or on delivery of the Goods. The Supplier may at any time require the Customer to pay for the Goods prior to delivery and refuse delivery of the Goods until such payment is received.

    7.5 The Customer shall pay each invoice submitted by the Supplier in full and in cleared funds within thirty (30) calendar days of the date of the invoice (or in accordance with any other credit terms agreed between the parties in writing). Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment shall be of the essence for the Contract.

    7.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under Article 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Article 7.6 will accrue each day at the legal interest rate of the Belgian Act of 2 August 2002 on late payment interests in commercial transactions (as varied from time to time). In addition, the Customer shall pay liquidated damages to the Supplier equal to fifteen (15) % of the overdue sum, with a minimum of EUR 250,00. These damages are intended to cover, among others, the Supplier’s costs to recover the overdue sum.

    7.7 If the Customer disputes any invoice, the Customer shall immediately, and in any case not later than seven (7) calendar days of the invoice date, notify the Supplier in writing. The Customer provides the Supplier in that case with any evidence as may be reasonably necessary to support the dispute. Beyond the deadline as set out in this Article 7.7, the invoice shall be deemed accepted by the Customer. Where only part of an invoice is disputed, the undisputed amount shall be paid by the Customer on the due date as set out in Article 7.5.

    7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).


    Article 8. Limitation of liability

    8.1 References to liability in this Article 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

    8.2 Nothing in the Contract excludes or limits any liability which cannot legally be excluded or limited, including liability for (a) death or personal injury caused by fault; (b) fraud or fraudulent misrepresentation; or (c) deliberate default.

    8.3 Subject to Article 8.2, the Supplier's total liability to the Customer under the Contract shall not exceed ten (10) % of the total sums effectively paid by the Customer under the Contract.

    8.4 Subject to Article 8.2, the following types of loss are wholly excluded (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; (g) damage to property; and (h) indirect or consequential loss.

    8.5 Subject to Article 8.2, the Customer agrees, and accepts, not to hold the directors, employees, service providers, consultants and advisers of the Supplier personally liable for or in connection with the Contract. Any (liability) claim for or in connection with the Contract (including any extracontractual liability claim) shall be brought by the Customer solely against the Supplier.

    8.6 This Article 8 shall survive termination of the Contract.


    Article 9. Termination

    9.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect, without court intervention and without notice or payment of any compensation, by giving written notice to the Customer if (a) the Customer commits a material breach under the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) calendar days of the Customer being notified in writing to do so; (b) the Customer takes any step or action in connection with its entering administration (insolvency), provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

    9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier (without court intervention) if the Customer becomes subject to any of the events listed in Article 9.1(b) to Article 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

    9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect, without court intervention and without notice or payment of any compensation, by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

    9.4 In any case of early termination in accordance with Article 9.1 or 9.3, the price for the Goods remains due (even in respect of Goods not yet supplied to the Customer) by way of compensation to the Supplier.

    9.5 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall, as soon as possible, submit an invoice, which shall be payable by the Customer immediately on receipt.

    9.6 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

    9.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination the Contract shall remain in full force and effect.


    Article 10. Intellectual Property Rights

    The Supplier is and remains the sole and exclusive proprietary owner of all Intellectual Property Rights related to the Goods (including any improvements, new versions, developments, enhancements, modifications or derivatives of the Goods). Nothing in these Conditions shall be deemed as an implied or express assignment of, or grant of a license for, the Supplier’s Intellectual Property Rights to the Customer.


    Article 11. Force Majeure

    The Supplier shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations under the Contract if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for sixty (60) calendar days, either party may terminate the Contract by giving a fourteen (14) calendar days' written notice to the other party.


    Article 12. General

    12.1 Assignment and other dealings. The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier. 

    12.2 Confidentiality. The Customer undertakes that it shall not at any time during the Contract and for a period of two (2) years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the Supplier,, except as permitted by this Article 12.2. The Customer may disclose the Supplier's confidential information (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Customer's rights or carrying out its obligations under the Contract (provided that the Customer ensures that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the Supplier's confidential information comply with this Article 12.2); and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. The Customer shall not use the Supplier's confidential information for any purpose other than to exercise its rights and perform its obligations under the Contract.

    12.3 Entire Agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

    12.4 No variation. The Supplier may vary these Conditions at any time. Such variation shall be binding on the Customer upon written notice to the Customer unless the Customer disputes the variation in writing within fourteen (14) calendar days of the Supplier’s notice.

    12.5 Waiver. Except as set out in Article 2.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

    12.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this Article 12.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

    12.7 Notices. Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by (a) hand or registered mail at that party’s (registered) offices (or any other address communicated by that party in accordance with this Article 12.7); or (b) email for the Supplier to info@frolight.com and for the Customer to the email address the Customer used to order the Goods (or any other email address communicated by the Customer in accordance with this Article 12.7). Any notice shall be deemed to have been received (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by registered mail, at 9.00 am on the third (3rd) Business Day after posting, unless proof of earlier receipt can be provided; and (c) if sent by email, at the time of transmission.

    12.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract, its subject matter or formation, shall be governed by and construed in accordance with the laws of Belgium.

    12.9 Jurisdiction. Each party irrevocably agrees that the courts of Ghent section Ghent shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract, its subject matter or formation.


    GENERAL TERMS AND CONDITIONS

    FOR CONSUMERS

    FROLIGHT BV

    B2C Version 2026 — valid for agreements with consumers within the meaning of Article I.1, 2° of the Belgian Code of Economic Law

    These Terms apply separately from and without prejudice to the ‘General Terms and Conditions of Frolight BV’ applicable to agreements with businesses (B2B).

     

    Article 1. Definitions

    1.1 Article: An Article of these Conditions.

    1.2 Consumer: any natural person acting for purposes outside his trade, business, craft or profession who concludes an agreement with Frolight.

    1.3 Agreement: any agreement between Frolight and a Consumer regarding the sale and supply of Goods.

    1.4 Remote agreement: an agreement concluded between Frolight and the Consumer in the framework of an organised system for distance selling, without the simultaneous physical presence of Frolight and the Consumer, using only one or more remote communication techniques (e.g. webshop, telephone, e-mail).

    1.5 Out-of-premises contract: an agreement concluded in parallel physical presence of Frolight and the Consumer in a place other than the sales premises of Frolight.

    1.6 Right of withdrawal: the possibility for the Consumer to waive the distance contract or the off-premises contract within the period of reflection, in accordance with Article 7.

    1.7 Order: any order for Goods placed by the Consumer with Frolight.

    1.8 Order Confirmation: the written (including electronic) confirmation of the Order sent by Frolight to the Consumer.

    1.9 Delivery Date: the date on which the Goods are delivered to or made available to the Consumer.

    1.10 Force majeure: any circumstance outside the reasonable control of a party that makes the fulfilment of its commitments reasonably impossible, including but not limited to natural disasters, epidemics, war, terrorism, embargoes, strike or transport barriers.

    1.11 Goods: movable tangible property covered by the Agreement.

    1.12 Intellectual Property Rights: patents, copyrights, trade marks, designs and any other similar rights, whether registered or not.

    1.13 Seller / Frolight: Frolight BV, a private limited liability company incorporated under Belgian law, with registered office at Legen Heirweg 23 bus C000, 9890 Gavere (Belgium), registered with the Crossroads Bank for Enterprises under enterprise number/VAT number BE 0765.279.520 (Ghent Enterprise Court, Ghent division), reachable at info@frolight.com.

    Article 2. Scope

    2.1 These Terms apply to any Offer of Frolight and to any Agreement between Frolight and a Consumer, to the exclusion of any of the Consumer's own terms, unless Frolight has expressly accepted them in advance and in writing.

    2.2 These Conditions are without prejudice to the mandatory provisions of the Code of Economic Law (in particular Book VI, Book IX, Book XIV and Book XIX) and any other applicable consumer protection legislation. In the event of conflict between these Terms and mandatory consumer law, the latter prevails.

    2.3 These Terms have been drawn up for contracts with Consumers. Agreements with undertakings (B2C excluded) are subject to the separate Frolight BV (B2B version).

    Article 3. Conclusion of the Agreement

    3.1 Before the conclusion of the Agreement, Frolight shall provide the Consumer with all information required under Article VI.45 and/or VI.2 WER, including: the identity and contact details of Frolight, the main characteristics of the Goods, the total price (including taxes and all additional costs), the method of payment, delivery and execution, the existence or absence of a right of withdrawal, the existence of the statutory guarantee of conformity, and the complaint regime.

    3.2 A quotation or catalogue of Frolight is free of obligation and, unless otherwise specified, applies for thirty (30) calendar days from the date of issue. A quote does not require Frolight to be delivered.

    3.3 The Agreement is concluded: (a) in the case of distance sales, when Frolight confirms the Order in writing (including by e-mail) via an Order Confirmation; or (b) in the case of sale in the physical sales premises of Frolight, when both parties agree to the purchase.

    3.4 Frolight immediately acknowledge receipt of an electronic order.

    3.5 Frolight may refuse an Order, or request additional guarantees or information, in case of a well-founded and objectively justified doubt about the creditworthiness of the Consumer, without giving rise to any compensation.

    3.6 Apparent mistakes or errors in the offer (e.g. an obvious wrong price) do not bind Frolight.

    Article 4. Price and payment

    4.1 All prices communicated by Frolight to Consumers are expressed in euros and include VAT and all other taxes imposed by the government. Any delivery, shipping or administration costs shall be clearly and separately stated at the latest at the beginning of the ordering process and shall be included in the total price shown by the Consumer before placing the Order.

    4.2 Payment shall be made in the manner and within the time limit specified in the Order. Frolight may request advance payment of (part of) the price, provided that this has been clearly communicated before the conclusion of the Agreement.

    4.3 Price changes: Frolight cannot unilaterally increase the agreed price after the conclusion of the Agreement, except where the Agreement expressly provides for a price review based on objective, transparent and verifiable parameters (e.g. a legally recognised price index), and provided that the Consumer has the right to dissolve the Agreement free of charge if the effective price increase is significantly higher than could reasonably be expected at the time of the conclusion of the Agreement.

    4.4 Late payment: If the Consumer does not comply with an invoice or payment in good time, Frolight shall send a written notice of default which shall include an additional payment period of at least fourteen (14) calendar days. If payment is not made after the expiry of that period, the Consumer shall automatically be liable for the statutory interest, as well as a flat-rate compensation, both limited to the maximum amounts and rates applicable at that time under Book XIX of the Code of Economic Law (Regulation on the recovery of consumer debts).

    4.5 Reciprocity: If Frolight does not comply with an essential commitment itself in good time (e.g. a refund payable under Article 5 or Article 7), the Consumer shall be entitled, after notice of default and the expiry of the same fourteen (14) calendar days period, to a fee in accordance with the same rules as set out in 4.4.

    4.6 A dispute over an invoice shall not suspend the payment obligation for the uncontested part of that invoice. The Consumer shall address a dispute in writing to info@frolight.com.

    Article 5. Delivery

    5.1 Frolight shall deliver the Goods to the address indicated by the Consumer at the Order, within the time limit specified in the Order and in any event, unless otherwise specified, no later than thirty (30) days after the conclusion of the Agreement.

    5.2 If Frolight fails to deliver the Goods at the agreed time, the Consumer requests Frolight to deliver within an additional time limit appropriate to the circumstances. If Frolight does not deliver within that additional period, the Consumer shall have the right to terminate the Agreement free of charge by written notification.

    5.3 By way of derogation from 5.2, the Consumer shall have the right to terminate the Agreement immediately if Frolight expressly refuses to supply, or if compliance with the agreed delivery period is essential in view of all the circumstances at the time of conclusion of the Agreement, or if the Consumer has expressly informed Frolight before concluding the Agreement that delivery is essential before or at a certain date.

    5.4 In the event of dissolution in accordance with 5.2 or 5.3 Frolight shall repay all amounts paid by the Consumer under the Agreement without delay, and in any case no later than fourteen (14) days after dissolution.

    5.5 Partial delivery is permitted unless the Consumer has suddenly indicated a legitimate interest in a delivery when concluding the Agreement.

    Article 6. Retention of title and transfer of risk

    6.1 Reservation of title: The property of the Goods does not pass on to the Consumer until full payment of the price, including any charges and interest.

    6.2 Transfer of risk: The risk of loss, damage or destruction of the Goods will not be transferred to the Consumer until the Consumer himself, or a third party designated by him who is not the carrier, takes possession of the Goods.

    6.3 If, in addition to the transport options proposed by Frolight, the Consumer himself has appointed his own carrier, the risk will be transferred to that carrier at the time of the delivery of the Goods.

    Article 7. Right of withdrawal

    7.1 This Article 7 applies where the contract is a distance contract or an off-premises contract. For purchases made exclusively in the physical sales premises of Frolight, there is no legal right of withdrawal.

    7.2 The Consumer shall have the right to withdraw from the Agreement within fourteen (14) calendar days without giving reasons and without costs other than those specified in 7.5 and 7.6.

    7.3 The withdrawal period expires 14 days after the day on which the Consumer, or a third party designated by him who is not the carrier, takes possession of the (last) Good physically.

    7.4 In order to exercise the right of withdrawal, the Consumer Frolight shall notify his decision, by e-mail (info@frolight.com) or by post (Frolight BV, Legen Heirweg 23 bus C000, 9890 Gavere, Belgium) by means of an unambiguous declaration before the expiry of the withdrawal period. The Consumer may use the model withdrawal form in Annex 1 for this purpose, but is not obliged to do so.

    7.5 Consequences of reimbursement: Frolight shall repay all payments received from the Consumer (including the standard delivery costs), without undue delay and in any event within fourteen (14) days after Frolight was informed of the withdrawal. Frolight may suspend repayment until it has received the Goods back, or until the Consumer has provided proof of return, whichever is the earlier. The reimbursement is made by the same means of payment as the original transaction, unless the Consumer expressly agrees with another means, and does not incur any costs for the Consumer.

    7.6 Consequences of return: The Consumer shall immediately return the Goods to Frolight within fourteen (14) days of the notification of withdrawal. The direct costs of returning are borne by the Consumer.

    7.7 The Consumer is solely liable for the depreciation of the Goods resulting from the use of the Goods which goes beyond what was necessary to determine its nature, characteristics and proper functioning.

    7.8 Exceptions: In accordance with Article VI.53 WER, there is no right of withdrawal for, inter alia: Goods manufactured according to consumer specifications or clearly intended for a specific person; Goods that are rapidly spoiled or have limited shelf life; sealed Goods that are not fit to be returned for reasons of health protection or hygiene, the seal of which has been broken after delivery; and sealed audio or video recordings or computer software whose seal has been broken after delivery.

    Article 8. Conformity and statutory guarantee

    8.1 Frolight ensures that the Goods delivered are in conformity with the Agreement upon delivery. The Consumer enjoys the legal guarantee of two (2) years from delivery for any lack of conformity that existed at the time of delivery and manifests itself within this period.

    8.2 A lack of conformity manifested within one (1) year of delivery is suspected to exist at the time of delivery, unless Frolight provides the counter evidence or this presumption is incompatible with the nature of the Goods or with the nature of the defect.

    8.3 In the event of a lack of conformity, the Consumer shall be entitled to free repair or replacement at the consumer's choice, unless this is impossible or Frolight incurs disproportionate costs. If repair or replacement is not possible, this will not be done within a reasonable time or without serious inconvenience to the Consumer, or if Frolight has refused to conform the Goods, the Consumer shall be entitled to an appropriate price reduction or, to the extent that the defect is not minor, to the dissolution of the Agreement.

    8.4 The Consumer reports Frolight as soon as possible after the finding of a lack of conformity via info@frolight.com, with a description of the defect. This notification is not a condition for maintaining the legal guarantee, but late notification may be relied on by Frolight in so far as it actually affects it.

    8.5 This legal guarantee is without prejudice to any additional commercial guarantee that Frolight or the manufacturer would voluntarily grant.

    8.6 The legal warranty does not apply to defects resulting solely from an accident, worsening of the condition due to negligence or improper maintenance, fall, abnormal use or use in violation of the manufacturer's instructions, or of any other cause that is outside the original conformity of the Good.

    Article 9. Product safety and regulations

    9.1 Frolight, in its capacity as a seller (and, where appropriate, importer) in the European Union, shall ensure compliance with the European and Belgian rules on product safety, conformity and labelling applicable to the Goods, including, where applicable, CE marking.

    9.2 This responsibility cannot be transferred contractually to the Consumer and is not limited by any provision of these Terms.

    Article 10. Liability

    10.1 Nothing in these Terms limits or excludes the liability of Frolight for death or personal injury caused by the error of Frolight, for deception or intentional error, for the statutory guarantee of conformity referred to in Article 8, or for any other liability that cannot be limited or excluded under mandatory law.

    10.2 Without prejudice to 10.1, Frolight's liability for other damage shall be limited to the damage reasonably foreseeable at the time of conclusion of the Agreement as a direct consequence of a deficiency of Frolight.

    10.3 This restriction does not in any way affect the remedies available to the Consumer in the event of a lack of conformity in accordance with Article 8, nor its right to dissolution in accordance with Articles 5 and 7.

    Article 11. Intellectual property

    11.1 All Intellectual Property Rights relating to the Goods (and any improvement, development or adaptation thereof) remain with Frolight or its licensors.

    11.2 Nothing in these Terms or the Agreement implies a transfer of such rights to the Consumer, except to the extent expressly agreed otherwise.

    Article 12. Force majeure

    12.1 Neither party shall be liable for any delay or failure to comply with its commitments resulting from Force majeure.

    12.2 The party relying on Force majeure shall inform the other party as soon as possible.

    12.3 If the Force majeure situation persists for more than sixty (60) calendar days, each Party shall have the right to terminate the Agreement with immediate effect and without compensation, in so far as the Agreement has not yet been (fully) implemented.

    Article 13. Complaints and out-of-court dispute resolution

    13.1 Complaints about the Goods or the implementation of the Agreement may be addressed by the Consumer to Frolight via info@frolight.com [TO BE VERIFIED: add a telephone number and/or postal address for complaints.]. Frolight deals with complaints as soon as possible and at the latest within a reasonable time.

    13.2 If a dispute cannot be settled directly with Frolight, the Consumer can refer it to the Consumer Ombudsman, North Gate II, Avenue du King Albert II 8, 1000 Brussels (www.consumentenombudsdienst.be), who will refer the complaint to the competent qualified entity.

    13.3 For disputes relating to an online Agreement, the Consumer may also call upon the European Out-of-court online dispute resolution platform (ODR platform), to be consulted via https://ec.europa.eu/consumers/odr. Frolight can be reached by e-mail via info@frolight.com.

    13.4 The use of these out-of-court dispute settlement arrangements is optional and is without prejudice to the right of the Consumer to refer to the competent court in accordance with Article 16.

    Article 14. Amendment of the Terms

    14.1 Frolight may amend these Terms for valid legal, technical, organisational or commercial reasons. A change shall be notified to the Consumer in advance and on a durable medium, with a reasonable period of time before its entry into force.

    14.2 If an amendment substantially changes the rights or obligations of the Consumer, the Consumer shall have the right to terminate the current Agreement free of charge before the entry into force of the amendment.

    14.3 Unless otherwise required by law, the Terms and Conditions applicable at the time of conclusion of the Agreement shall continue to apply to an Agreement already concluded.

    Article 15. Assignment

    15.1 Frolight may transfer its rights and obligations under the Agreement to a third party, provided that this leaves the rights and warranties of the Consumer in full under these Terms and is notified to the Consumer in advance. If the transfer reduces the guarantees enjoyed by the Consumer, the Consumer has the right to terminate the Agreement free of charge.

    15.2 The Consumer cannot transfer his rights and obligations under the Agreement without the prior written consent of Frolight.

    Article 16. Applicable law and competent court

    16.1 Belgian law applies to these Terms and any Agreement.

    16.2 If the Consumer is habitually resident in a Member State of the European Union other than Belgium, this choice of law does not affect the protection enjoyed by the Consumer under the mandatory provisions of the law of his country of habitual residence, in accordance with Article 6 of the Rome I Regulation (EC) No 593/2008.

    16.3 Without prejudice to the possibility for the Consumer and Frolight to settle a dispute amicably or through the bodies referred to in Article 13, every dispute relating to these Terms or an Agreement shall be submitted to the competent court in accordance with Articles 624 et seq. of the Belgian Judicial Code and, where applicable, Regulation (EU) No 1215/2012 (‘Brussels I bis’). This means, among other things, that Frolight may bring proceedings against a Consumer domiciled in Belgium or another EU Member State only before the courts of the Consumer’s domicile, and that the Consumer may, at their option, bring proceedings against Frolight before the courts of Ghent, Ghent division, or before the court of their own domicile.

    Article 17. Severability, notices and entire agreement

    17.1 Splitability: If a provision of these Terms would prove to be void, invalid or unenforceable, the remaining provisions shall remain in force without prejudice. The parties shall replace the void provision, where appropriate, by a valid provision as close as possible to the purpose of the void provision.

    17.2 Notifications: Any notification under the Agreement shall be made in writing either by e-mail (for Frolight: info@frolight.com; for the Consumer: the e-mail address indicated in the Order) or by post (for Frolight: Legen Heirweg 23 bus C000, 9890 Gavere, Belgium).

    17.3 Full Agreement: These Terms, together with the Order Confirmation, constitute the full agreement between Frolight and the Consumer with regard to its subject matter, and replace all previous agreements in this regard, without prejudice to the legal rights of the Consumer.

    Article 18. Language

    18.1 These Terms are made available in different languages, but in the event of a legal dispute the Dutch version shall prevail.

     

    Annex 1 — Model withdrawal form

    (complete and return this form only if you wish to withdraw from the Agreement)

     

    To: Frolight BV, Legen Heirweg 23 bus C000, 9890 Gavere, Belgium — email: info@frolight.com

     

    I/We (*) hereby give notice that I/we (*) withdraw from my/our (*) agreement for the sale of the following Goods:

     

    Ordered on (*)/Received on (*): ____________________________________

    Name(s) of consumer(s): __________________________________________

    Address of consumer(s): __________________________________________

    Signature of consumer(s) (only if this form is submitted on paper): _____________________

    Date: __________________

    (*) Delete as appropriate.