General conditions of sale of products
Article 1. Scope of application
1.1. These General Terms and Conditions of Sale are offered by IOTCO SA, (better identified in Article 2) hereinafter referred to as “the Seller”.
1.2. These General Terms and Conditions of Sale are intended to govern the sale of Products by the Seller to the Buyer.
Article 2. Information about the Seller
2.1. Name or corporate name: SA IOTCO
2.2. Geographical address: 24 Avenue Pré-Aily, 4031 Liège (Belgium)
2.3 Contact information :
2.3.1. MOBILE : TEL: +32 42 68 11 54
2.3.2. E-mail : [email protected]
2.4. Company number: n° 0681.442.024
2.5. Account number: BE62 3631 9748 4461
Article 3. Applicable definitions
3.1. For the purposes of these General Terms and Conditions of Sale, the following terms shall have the following meanings:
3.1.1 “Buyer”: The natural or legal person who enters a sales contract with the Seller for one of its Products. This person may be a Consumer or a Company.
3.1.2 “Agreement”: The Agreement between Seller and Buyer, including these General Terms and Conditions of Sale.
3.1.3. Consumer: The natural person who acts for non-professional purposes in accordance with Article I.1, 2° of the Code of Economic Law.
3.1.4 “Indirect Damage”: Indirect Damage is the direct consequences of direct damage and includes, but is not limited to, any financial or commercial loss, any commercial disturbance, any increase in costs and other overheads, loss of profit, loss of brand image, any postponement or disruption in the planning of projects or activities, loss of data and its consequences, etc.
3.1.5 “Company”: The natural or legal person who pursues an economic goal in a sustainable manner, in accordance with Article I.8, 39° of the Economic Law Code.
3.1.6. “Force Majeure”: In addition to the circumstances usually retained by the doctrine and the courts, the following cases, among others, are considered as “force majeure”: legislative and regulatory changes, fires, storms, floods, total or partial strikes, particularly of postal services and means of transport and/or communications, lockdowns, epidemics, natural disasters, terrorist acts, wars, electrical surges and shocks, electromagnetic shocks storms, radiation from solar flares, breakdowns of cooling systems and computer equipment, blockages and slowdowns of electronic communications networks, water, gas or electricity distribution, computer viruses and hacking, and more generally any event unforeseeable by the Parties.
3.1.7 “Party”: Indifferently, one of the Parties to the present General Terms of Sale.
3.1.8 ” Products «: The entire range of UVMastercare equipment and accessories.
3.1.9 ” Services «: Delivery, installation, after-sales service and the UVmastercare mobile application operated by IOTCO S.A.
3.1.10. “Seller”: IOTCO S.A., better identified under article 2 of these General Terms and Conditions of Sale.
3.1.11. “Apparent defect”: The defect that a normal verification by the Buyer should have allowed him to notice.
3.1.12. Unless otherwise specified, the plurals include the singulars and vice versa.
3.1.13. Terms which are not defined shall be understood in their common sense.
3.1.14. Unless otherwise specified, the enumerations in these General Terms and Conditions of Sale are never limiting.
Article 4. Acceptance of the General Terms and Conditions of Sale
4.1 By placing an order for a Product with the Seller, the Buyer accepts without reservation the present General Terms and Conditions of Sale, of which he has been able to take note beforehand.
4.2. The present General Terms and Conditions of Sale exclude, in the absence of written acceptance by the Seller, all general and particular conditions of purchase of the Buyer. No deviation from these General Conditions of Sale shall be permitted without written confirmation by Seller.
4.1. The placing of an order also implies that the Buyer has read the data protection policy.
Article 5. Modification of the General Sales Conditions
5.1. The Seller reserves the right to modify the General Terms and Conditions at any time, subject to prior notice to the Buyer.
5.2. The Buyer shall be notified of such changes at least one month before they come into force, in the most appropriate manner, considering the state of the art.
5.3. In the event of a substantial modification of the Agreement, the Seller shall expressly provide, when notifying the Buyer of the modification, for the Buyer’s right to terminate the Agreement. Buyer may then terminate the Agreement free of charge, upon notice of its intention to terminate the Agreement and upon justification of the material nature of the modification, before the modification takes effect, which it must do within one month of Seller’s notification of the modification to the Agreement. If Buyer fails to respond within one month of notification of the modification, Buyer shall be deemed to have accepted the new Terms and Conditions.
5.4. Any change in the price of the Product of less than 5% over a period of 12 months shall not be considered a material change.
Article 6. Offer
6.1. All Products and Services offered by the Seller, regardless of the medium on which they are listed, are described in good faith and as accurately as possible.
6.2. Any images presented to illustrate the Products and Services offered by the Seller have no contractual value.
6.3. The Products and Services are offered while stocks last.
6.4. The Seller may modify its offer of Products and Services at any time.
6.5. The delivery costs to be paid by the Buyer are communicated at the time of the order.
6.6. The Seller has the right to refuse to sell its Products based on availability and sufficiency of its stocks or for any other reason.
6.7. Any order shall be accepted by the Seller only by the written confirmation thereof to the Buyer or by the actual delivery of the Products.
Article 7. Price quotation
7.1. The prices displayed for the Products and Services offered by the Seller, regardless of the medium, may be modified without notice by the Seller.
7.2. Unless otherwise stated, prices are in Euros and do not include taxes or delivery charges.
7.3. The price displayed for the Product or Service covers only the items listed in the description of the Product or Service.
Article 8. Payment and billing
8.1. Unless expressly waived, a deposit of twenty-five percent of the value of any order is required at the time the order is placed; Seller reserves the unilateral right to change the price of the Product, after the order has been placed, when justified by a valid reason, such as an increase in the index or the price of raw materials.
8.2. Unless otherwise agreed, all invoices are payable at Seller’s registered office, in cash and without discount.
8.3. 8.3. Any complaint regarding an invoice must be notified to the Seller without delay.
8.3.1. If the Buyer is a Company, it must notify the Seller of any dispute concerning the invoice within a maximum of 15 days from the date of receipt. Otherwise, the invoice shall be deemed accepted by the Buyer.
8.3.2. If Buyer is a Consumer, Buyer shall notify Seller of any dispute regarding the invoice within 60 days of receipt. Failure to contest the invoice within the period of 60 days shall constitute silence within the meaning of Article 8.11 of the Civil Code.
8.4. In the event of non-payment of any invoice on the due date, Buyer shall owe Seller, by operation of law and without prior notice of default:
8.4.1. interest in an amount equal to the rate mentioned in Article 5 of the Act of 2 August 2002 concerning the fight against late payment in commercial transactions and;
8.4.2. a fixed compensation of a total amount of 15% of the sum in principal, interest and costs with a minimum amount of 75 EUR.
8.5. In the event of judicial collection of any invoice, Buyer shall, in addition, be liable for reasonable collection costs, such as attorney’s fees and internal management costs, which exceed the amount of this fixed compensation.
8.6. If the Buyer fails to make a single payment on time, for whatever reason, all subsequent payments shall be made upon confirmation of the order. In addition, the Seller reserves, in this case, the right to suspend the execution of the other orders in progress until the complete payment of the amounts due.
8.7. The Buyer explicitly agrees to the use and receipt of electronic invoices, at the Seller’s discretion.
Article 9. Delivery and delivery costs
9.1. Delivery times are always given as an indication.
9.2 In case of items that can be delivered on different dates due to their availability, the delivery time is based on the longest time.
9.3. The Seller always reserves the right to split deliveries.
9.4. The Products are delivered to the Buyer at the address indicated in the order.
9.4.1. Ownership of the Product(s) ordered is transferred to the Buyer upon receipt of full payment by the Seller.
9.4.2. However, where the Buyer designates another place of delivery, the collection and, where applicable, the storage of the Products shall be at the Buyer’s risk and expense.
9.5. No delay in delivery shall give rise to termination by Buyer of the contract of sale or to payment of damages by Seller. This clause does not apply when the Buyer is a Consumer.
Article 10. Reservation of title
10.1. The delivered Products shall remain the property of the Seller until full payment of the price, including interest on arrears and any compensation.
10.2. In the event of non-payment of the price on the due date, the Seller shall have the right to take back the Products at the Buyer’s expense; until the price of these Products has been paid in full, the Buyer may neither resell them nor pledge them without the Seller’s prior written consent. Buyer agrees to notify Seller of any seizure by a third party of Products sold for which the price has not been paid in full. Likewise, the Buyer undertakes to inform the Seller immediately if the delivered and unpaid Products are located in premises rented by the Buyer.
Article 11. Full disclosure clause
11.1. The Buyer acknowledges having received all relevant information concerning the products sold by the Seller before the conclusion of the Sales Agreement. Buyer acknowledges that it has been fully informed of the possibility that UV-C irradiation of the Products may contribute to visible aging of surfaces exposed to UV-C when such surfaces are composed of polymers whose sensitivity is very high. In this regard, Buyer acknowledges having read the report of Seller’s scientific advisor, available on the website www.uvmastercare.com in the FAQ. Consequently, the Seller’s liability shall not be engaged if the Buyer notices premature aging (i.e., yellowing) of certain surfaces of its equipment.
Article 12. Warranty – Buyer acting as a Company
12.1. Acceptance of the products by the Buyer or its agents shall cover any apparent defects that may have been noted at the time of delivery.
12.2. Any complaint of a hidden defect of the delivered products shall be notified to the Seller within 15 days of the discovery of such defects by the Buyer or from the moment when it could reasonably have discovered them. Any legal action relating to latent defects must be brought within 30 days of Buyer’s discovery of the defects, or from the time Buyer could reasonably have discovered the defects, or from the date of the failure of settlement discussions. No Product may be returned to Seller without Seller’s prior written consent.
12.3. During a period of one year from the delivery of the Products, the Seller’s warranty is limited exclusively to the repair or replacement of the defective Product, or to the restitution or reduction of the invoiced price, without any other compensation.
12.4 In any event, the Seller’s liability shall be excluded in the event of damage caused jointly by a defect in the delivered Product and by the fault of the Buyer or of a person for whom the Buyer is responsible.
Article 13. Termination and Non-Performance by Seller
13.1. In the event of unilateral termination of a sale by the Buyer, the deposit received at the time of the order shall not be refunded.
13.2 Except in the case of force majeure and without prejudice to Article 13.1, if the Seller fails to perform any obligation under the Agreement causing damage to a Buyer who may be qualified as a Consumer, the Seller shall, after receiving a formal notice to which it has failed to respond for 15 days, owe the Buyer compensation equal to 10% of the value of the sale excluding VAT
Article 14. Liability
14.1 As a rule, all obligations of the Seller are obligations of means.
14.2. 14.2. The Seller shall not be liable for:
14.2.1. in the event of consequential damages;
14.2.2. in case of Force Majeure;
14.2.3. in the event of gross negligence on the part of the Seller or any of its employees or agents;
14.2.4. in the event of insufficient cooperation by the Buyer in the performance of the Agreement;
14.2.5. in the event of damage caused, in whole or in part, by the fault of the Buyer or of a person for whom the Buyer is responsible;
14.2.6. in the event of stock shortage or unavailability of the Product;
14.2.7. in the event of damage of any kind, whether physical or material, resulting from improper use or use contrary to the intended purpose of the Service or the Product supplied by the Seller.