GENERAL SALES TERMS AND CONDITIONS  

  

1. PREAMBLE

1.1. The sales conditions are concluded, on the one hand, by the company ETILUX S.A. in the registered office at Rue de l’Espérance n°42 in 4000 Liège (Belgium), registered at the Crossroads Bank of Enterprises under number : BE0412.681.550, telephone : +32 (0)4 224 99 99, fax : +32 (0)4 226 11 06, email : info@etilux.be, hereinafter referred to as «the seller» and, on the other hand, by any natural person.

1.2. These sales conditions, as well as the documents to which they refer, govern the use of the website of the seller as well as the rights and obligations of the parties arising within the framework of the contract concluded between the seller and the buyer via its online sales site or via its agents.

1.3. These conditions may only be amended by express written agreement between the Parties. They are deemed to have been accepted by the buyer through the simple fact of an order being placed, even if they contradict the buyer’s own general or special conditions.

1.4. These conditions are translated into English. In case of discrepancy or difficulty of interpretation, the original French text will serve as a reference and shall prevail.

1.5. The seller is entitled to revise, at any time and without prior notice, all or part of the site or these conditions.

2. FORMATION OF THE CONTRACT

2.1. The contract shall be deemed to be perfect after receipt of a written order from the buyer.

2.2. The order placed on our online sales site is recorded at the moment at which the buyer clicks on the button «validate my order». The buyer is considered to have accepted, in a well-informed way of the facts and without reservation, the
prices, volumes and quantities proposed for sale as well as all these general sales conditions.

2.3. A modification to the seller’s proposals shall only be made if it is confirmed in writing.

3. DRAWINGS AND DESCRIPTIVE DOCUMENTS

3.1. The weights, dimensions, capacities and other data mentioned in the catalogs, leaflets, advertisements, engravings,
price lists or on our online sales site are for information purposes only and are approximate. These data are only binding if the contract specifically refers to this.

3.2. The photographs illustrating the products do not enter into the scope of the contract.

3.3. The seller denies any responsibility with regard to the content of the technical sheets and the descriptions of products for which the seller is not the manufacturer.

3.4. Offers of our products are made subject to stock availability. The availability indicated on our online sales site are
indicated on the website for information purposes only and are not contractually binding. In addition, the deadlines are for information purposes only and are not contractually binding.

3.5. Drawings and technical documents allowing the full or partial manufacture of the equipment - or the full or partial production of an installation project - which are submitted to the buyer by the seller prior to or following the conclusion of the contract shall remain the exclusive property of the seller. Without the authorization of the seller, they may not be used by the buyer, or copied, reproduced, or sent or communicated to third parties.

4. PRICE

4.1. The seller reserves the right to modify its prices at any time. The articles will be invoiced based on the rates in force at the time of the order, subject to the availability of the articles. The seller may, however, pass on to the prices any changes in the rate of VAT that may occur before the delivery date.

4.2. All prices are expressed excluding tax, as they leave our operating offices, with shipment costs as a supplement.

4.3. All current and future taxes along with all levies and additional costs - of whatever kind and linked to the sale - shall be borne by the buyer.

4.4. Except in the case of an agreement to the contrary, the prices are expressed for packaged merchandise in a packaging
offering normal protection.

4.5. Except in the case of an agreement to the contrary, the prices as indicated in the catalogues, leaflets, circulars,
advertisements, engravings, price lists or on our online sales site are expressed excluding shipping costs, VAT and customs duties.

With regard to sales via the Internet, there is however an exception: the prices are expressed including VAT when they are for consumers and when the latter have identified themselves on the seller’s website as such.

4.6. Except in the case of an agreement to the contrary, the prices as indicated in the catalogues, leaflets, circulars, advertisements, engravings, price lists or on our online sales site are expressed excluding shipping costs, VAT and customs duties. With regard to sales via the Internet, there is however an exception: the prices are inclusive of VAT when they are for consumers and when the latter have identified themselves on the seller’s website as such.

4.7. If the seller notices an error in the price of the products that the buyer has ordered, the seller will inform the buyer as soon as possible and will give the buyer the opportunity to either reconfirm the order at the correct price or to cancel it. If the seller is unable to contact the buyer, the order will be considered cancelled and if the products have already been paid for, the buyer will receive a full refund.

4.8. The displayed prices may be individualized according to special conditions which may be agreed in writing with the buyer to take his profile into account.

5. TRANSFER OF RISKS

5.1. The goods travel at the expense and risk of the buyer.

5.2. International deliveries are governed by one of the INCOTERMS, agreed between the parties, in their latest version (INCOTERMS 2020), published by the International Chamber of Commerce. In the event of a failure to agree on an INCOTERM, the delivery shall be deemed to have been carried out in accordance with the EXW INCOTERM, i.e. ‘ex works’ or ‘ex warehouse’.The risks relating to merchandise are transferred to the buyer on delivery or - when the merchandise is placed at his disposal - on the date and at the place of this provision in accordance with the applicable INCOTERM.

5.3. Within the limits of the Belgian territory, our products are delivered at the time they are placed at the disposal of the buyer on our premises or - in the case of shipping - at the time at which they leave our premises. As of this moment, the risks are transferred to the buyer. The purchaser will provide, at his own expense, the aids, machinery, and all products necessary for assembly.

6. RETENTION OF TITLE

6.1. Without prejudice to the provisions of Article 5, the goods shall remain the property of the seller until full payment of the principal amount and all its accessories. When the buyer has paid the full amount due to the seller after his order, but the latter remains in default of coming to collect the goods or asks the seller to delay the delivery, the seller, if he agrees to
store the goods, will not grant any guarantee to the buyer as to their preservation, except in the case of gross negligence on his part. Thus, in such a case, in the event of damage or loss of the goods for any reason whatsoever, no compensation may be claimed by the buyer from the seller.
6.2. The buyer shall undertake not to sell or transfer as long as the goods remain the property of the seller.

6.3. In the event of non-compliance with this ban, a penalty charge of fifty percent (50%) of the sales price shall be due from the buyer as a supplement to the sales price and any default interest.

6.4. In case of a multi-phase delivery, the goods shall remain the property of the seller until full payment of the principal amount and accessories. The risks remain with the seller for the duration of the contract, i.e., until the final deadline agreed by the parties. However, in
case of damage or loss of the goods during this period, the buyer can only ask for the replacement of the destroyed good but in no case claim a refund. Except in the case of an agreement on the contrary, for this type of order, the maximum number of calls is five (5) and the minimum number of calls is two (2). The duration of the contract may never exceed twelve (12) months. The delivery period shall be nine (9) weeks and shall commence upon the buyer’s call. After the deadline set by the parties (final deadline), the seller will give notice to the buyer to recover the goods and if the buyer fails to return the goods within one month, the seller will have the choice between charging an amount of X euros per m² to the buyer for the storage of the goods or destroying them.

7. DELIVERY TIMES

7.1. Unless otherwise mentioned, delivery times shall begin as of the later of the following two dates:
a) The date of formation of the contract, as defined under Article 2;
b) The date of receipt of the down payment by the seller if the contract provides for one.

7.2. Unless otherwise mentioned in the contract, delivery times for B2B relations shall be given for information purposes only and any possible delay may not give rise to the cancellation of the order or to any damages whatsoever. When an order provides for staggered deliveries, the seller is free to choose the rate of production. Moreover, the seller has all
necessary freedom to ensure that the whole of the order is manufactured at once, with any request for adjustments after manufacture to take place at the expense of the buyer.

7.3. In the event of an urgent delivery, any possible additional costs shall be borne by the buyer, except in the case of an agreement concluded with the seller to the contrary.

7.4. With regard to the order of labels, to take into account the random factors in manufacture, the seller re- serves the
right to supply, more or less, ten percent (10%) of the ordered quantity.

7.5. If the buyer does not take delivery of the goods at the time when they are placed at its disposal by the seller, he is nonetheless bound not to delay the period normally provided for payments linked to the delivery. The seller shall occupy itself with the warehouse management of the goods at the expense and risk of the buyer. With regard to counter sales, any goods ordered that are not collected by the buyer from the reception desk within thirty (30) days from the date of order confirmation shall be considered as definitively received, the invoice being due in full and non-refundable. After this period of
thirty (30) days and provided that they are still available, the goods may be withdrawn for an administrative fee equivalent to five percent (5%) of their value, with a minimum of fifteen euros (15 €) per month started. In addition, the selling price of the goods withdrawn late may be adjusted upwards according to market conditions.

8. PAYMENT

8.1. Unless otherwise agreed in writing by the seller, all invoices are payable in cash, net and without discount, at the registered office of the seller.

8.2. The payments shall be made in EUROS or in the currency stipulated in the contract.

8.3. In the event of non-payment of all or part of an invoice within the agreed payment period or, failing that, within the legal payment period, the outstanding amount shall be supplemented - automatically and without notification - by penalty interest calculated at the rate specified under Article 5 of the law of 2 August 2002 on combating late payment in commercial transactions, supplemented by a further two percent (2%), with all months started being due. The reference rate shall be the interest rate applied by the Central European Bank to its main refinancing operation as defined by the law of 2 August 2002.

8.4. In addition, for relations between professionals, any invoice that remains unpaid fifteen days after the agreed payment
deadline or, failing that, within the legal payment deadline, shall be supplemented - automatically and without notification - by a non-negotiable penalty charge of three hundred and fifty euros (€350.00) (if the amount of the order is lower, this penalty charge will be reduced to the amount of the order).

8.5. If the Buyer does not pay within the agreed payment period or, failing this, within the legal payment period, the seller shall in addition automatically and without prejudice to his right to refunding of legal costs in accordance with the provisions of the Judicial Code be entitled to claim back from the buyer reasonable damages for all relevant recovery costs incurred as a result of the late payment.

8.6. The stipulation of the payment of interest shall not affect the right to demand payment terms at the time at which payment is due.

9. FINANCIAL GUARANTEES

Should it become apparent after the conclusion of the contract and until such time as payment of the price has taken place in full, that the credit rating of the buyer is called into question or if his credit rating deteriorates and in particular in the following cases: request for prolongation, confiscation of all or some of the buyer’s property at the initiative of a creditor, late payment of the contributions due to the national social security office, etc.; the seller reserves the right - even after the partial sending of a contract - to ask the buyer for any guarantees that it deems fit with a view to the proper fulfilment of the commitments undertaken. Refusal to comply with such a request shall entitle the seller to cancel all or part of the contract, and this without prior notice.

10. GUARANTEE OF HIDDEN DEFECTS

10.1. The products are guaranteed against any hidden defect resulting from a material or manufacturing affecting them and making them unfit for use according to the guarantee period applicable to them.

10.2. The warranty does not apply in the following cases:
• replacements or repairs resulting from normal wear and tear of the equipment and machines, deterioration or
accidents caused by negligence, lack of supervision or maintenance, or defective use of the equipment.
• defects and deterioration of the delivered products resulting from abnormal storage or conservation conditions after delivery; the storage conditions adapted to the sold product are supposed to be known by the buyer. In the contrary case, they can be communicated on simple request by our technical services.
• incidents due to fortuitous events or force majeure.

10.3. The warranty is limited in all cases to the repair or exchange of products recognized as defective by the seller - the choice between repair and exchange being at the sole discretion of the seller, to the express exclusion of any compensation whatsoever towards the buyer or third parties. Defective pro- ducts shall be returned at the expense of the purchaser in accordance with Article 16 of these terms and conditions. Furthermore, the activation of the warranty shall not extend the warranty period.

10.4. The seller does not guarantee the suitability of any hardware or software for any particular problem or for the buyer’s business.

10.5. The granting of the warranty assumes that the products delivered are used in good faith, ac- cording to the conditions
of the offer or in the normal conditions of use mentioned in the catalogues, technical data sheets, instructions, notices
and manuals available to the buyer.

10.6. The seller shall not assume any other warranty obligation than the one indicated in this article. Furthermore, this obligation is in any case limited to an amount of five hundred euros (€500) per customer per year and does not cover indirect or business damage, such as loss of profit, loss of revenue or loss of use.

10.7. Any claims concerning hidden defects must be formulated by registered letter, at the latest within twenty- four hours (24h) that the buyer discovers the defect or should have done so. Once this period has passed, any possible claims will no longer be admissible.

11. GUARANTEE OF CONFORMITY

11.1. The buyer is obliged to examine the merchandise or products at the time of their delivery or to have them examined.

11.2. Any claims for defective goods must be sent in writing, with proof of postage, of by the buyer within twenty-four (24) hours following the delivery of said items.

11.3. On the delivery note at the time of delivery and confirmed by registered letter within twenty-four hours (24 h) delivery if the defect is not.

11.4. To be admissible, all claims must be accompanied by a sample of the product concerned, so as to allow for an analysis by our quality department, as well as by a precise description of the usage conditions of the said product, to be sent by registered letter within the periods specified under this article.

11.5. The seller shall not assume any other warranty obligation than the one indicated in this article. Moreover, this obligation is in any case limited to an amount of five hundred euros (€500.00) per customer and per year, in addition to the replacement or repair of the defective product.

11.6. In case of claim, the buyer must then scrupulously abide by the procedure for the return of products as described in the page: goods return and in the article 16 of these sales conditions. Failing this, he will be denied of his right.

11.7. A claim shall not suspend the obligation to pay under the agreed terms.

11.8. The liability of the seller is limited to the replacement of the supplied goods and excludes any indirect damage. The following shall in particular be considered as indirect damage: all loss or deterioration of data, loss of profits, loss of clientele, etc.

11.9. Any use or resale of the goods by the buyer implies his acceptance without reserve.

12. LIABILITY

12.1. Except as expressly provided in general sales conditions the seller’s liability in connection with a service is strictly limited to the price of the service.

12.2. The seller liability shall in any event be limited to an amount of five hundred euros (€500.00) per customer per year, and the seller shall not be liable for indirect business damages, such as loss of profit, loss of revenue or loss of use.

12.3. Any claims relating to a service must be made, by registered letter, at the latest within twenty- four hours (24h) following the said service.

12.4. Under no circumstances may contractual or extracontractual liability of the seller be invoked as a result of damage caused to persons and property other than the delivered products.

12.5. Failure to abide by the recommendations of the manufacturer or of the company as regards the terms and conditions for the use or application of the product sold shall automatically exclude the liability of the producer and of the seller.

12.6. The liability of the seller does not extend to any damage resulting from a use of the product that is not normal and/ or cannot reasonably be foreseen. Notwithstanding this fact, the seller recommends that his customers carry out the necessary tests before any extensive use of his products.

12.7. As it is impossible to check the commercial property of the brand names that are ordered, the seller denies all liability in the event of counterfeiting and court proceedings.

12.8. The seller does not guarantee the accuracy and the security of any information transmitted or obtained from its websites, except as expressly provided on the site unless expressly provided otherwise on the website.

12.9. All product descriptions, information and elements on the websites are given «for informational purposes» only and without warranty of any kind, express, implied or otherwise.

12.10. The seller is not bound to pay any compensation to the buyer or to third parties for any damage associated with the use of the Internet network, in particular an interruption to the service, an external intrusion or the presence of computer viruses.

12.11. Any use or resale of the goods by the buyer implies his unconditional acceptance.

12.12. In the absence of a longer expiration date, or a warranty or protection specifically given by the seller, any adhesives- based product is considered expired within six (6) months of sale. After the expiration date, no warranty is given to the buyer by the seller as to the quality of the product.

13. RIGHT OF WITHDRAWAL

13.1. With the exception of tailor-made orders, the individual buyer has the right to cancel the purchase within fourteen
(14) calendar days from the date of the purchase. receipt of the order when it was placed remotely. This right of withdrawal does not belong to the professional buyer.

13.2. The buyer must inform the seller as soon as possible of his desire to cancel his order or to request a refund. He can do it via the Withdrawal_form

13.3. The products must be examined by the buyer at the time of delivery to verify that they correspond to the order.

13.4. The products must be returned in perfect condition and always in their original packaging. If these conditions are
not respected, the products will be considered as non-conform and will not be refunded.

13.5. The products will be returned at the expense of the buyer using the return document provided in the original package. This document can be sent back to the buyer by the seller if requested.

13.6. The seller shall refund all payments received from the buyer, including delivery charges (except for any additional charges arising from the seller of a delivery method other than the less expensive standard delivery method offered of the receipt of the buyer’s request) without undue delay and in any event no later than fourteen days after receipt of the goods if delivered or method to cancel the order. The seller will make the refund using the same method of payment that the buyer
would have used for the initial transaction, unless the buyer expressly agrees to a different method.

14. FORCE MAJEURE

14.1. Force majeure gives the seller the right to cancel, totally or partially, any order, or to suspend its execution without notice or compensation. This includes war, uprising, total or partial strikes, lockouts, riots, accidents, fires, explosions, market restrictions, and any case of force majeure beyond the control of the seller and constituting an obstacle to the receipt of products, the prepara tion of orders or the delivery of products to the buyer.

14.2. In the event of a failure to supply or an increase in the purchase price of more than twenty-five percent (25%) on the part of the seller’s supplier, for reasons completely beyond the seller’s control, the latter may also claim the existence of force majeure, and this only if it demonstrates that it was unable to conclude a contract with another supplier enabling it to fulfil the buyer’s order at the same price and under the same conditions.

15. INTELLECTUAL PROPERTY

15.1. Any negatives, cutting dies, drawings, graphic design and photos along with any tools created by the seller shall remain its exclusive property even if the customer is invoiced a contribution for the creation of said items. They may not be used under any circumstances without the formal consent of the seller.

15.2. The software delivered shall remain the exclusive property of the manufacturer. We only grant the buyer non-exclusive user license authorizing the use of a program for a single machine at a time. The buyer is bound to scrupulously abide by the confidentiality of the software delivered. He may not - in any manner whatsoever - dispose of these licenses, pawn them, transfer them, send them or lend them in exchange for payment or free of charge. He shall refrain from counterfeiting the software delivered, allowing its counterfeiting or encouraging it in any way whatsoever.

15.3. The contents of our website are protected by the legislation on copyright and in general on intellectual property.

16. RETURNS

16.1. Any returns of goods may take place providing the following conditions are with :
The buyer has goods the merchandise and submitted a claim within twenty-four hours (24 h), in accordance with Article 11 of these sales conditions;
• The merchandise is in its original intact packaging and has not been used;
• The item is a standard item which has not been specially produced for the buyer;
• The buyer has received a written agreement from the seller notifying him of his return slip number;

16.2. Returns made without our agreement cannot in any way delay the payment of our invoices on the original payment
term.

16.3. Any return of merchandise shall take place at the risk of the buyer. This return shall take place free of charge to our premises.

16.4. The goods returned must be in the condition in which they found themselves when we sent them.

17. PROCESSING OF PERSONAL DATA

The purchaser shall provide the necessary and minimal data for the processing of the request he makes to the seller (identity, telephone number, address, e-mail address, necessary quantities, etc.). The buyer therefore expressly acknowledges that
the processing of his data is necessary for the execution of the contract concluded directly between him and the seller.

The seller states that the buyer’s data are confidential and will only be used for the purpose of executing the contract and its consequences.

The buyer declares to have been informed of the various information referred to in Article 13 of the European Data Protection Regulation (GDPR) when collecting personal data about him/her. More de- tails are provided in the Seller’s Privacy Statement, which is an integral part of the contractual documents and which can be consulted here: privacy policy. The buyer declares that all information provided by him/her is correct and accurate. Furthermore, the buyer declares that he/she is over 18 years of age and has the legal capacity to enter into contracts.

18. INVALIDITY OF A PROVISION

The invalidity, unenforceability or illegality of any of the provisions of these sales conditions shall not affect the validity of the remaining provisions.

The provision deemed null, inapplicable or illegal by a competent authority will, as such, be separated from the other provisions which will remain valid. The Parties undertake, in this case, to negotiate in good faith the conclusion of a new clause which will pursue the same objective as the invalid clause and will have, as far as possible, equivalent effects.

19. ENTIRE CONTRACT

These sales terms and conditions and any document expressly referring to them represent the entire agreement between the
seller and the buyer and supersede any prior agreement, understanding or arrangement between the Parties, whether oral or written.

20. RIGHT TO MODIFY THESE TERMS AND CONDITIONS

The seller has the right to revise and amend these sales terms and conditions at any time at its sole discretion. The buyer shall be subject to the terms and conditions in effect at the time the order is placed.

21. APPLICABLE LAW AND JURISDICTION

21.1. Belgian law shall apply to all relations between the Parties.

21.2. Any dispute relating to an order, invoice or the services which are the subject of it, but also to the formation, execution, interpretation, dissolution, resolution, its consequences, of a contract or to the execution and interpretation of these
sales conditions shall fall under the exclusive competence of the courts of Liège, Division Liège.