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GENERAL CONDITIONS OF SALE – UVmastercare

  1. Scope

These general conditions of sale are offered by IOTCO sa, a public limited company, registered in the register of legal persons of Liège under the number 681.442.490, whose head office is located at 24 Avenue Pré-Aily, 4031 Liège (Belgium) hereinafter referred to as “the Seller”.

These general conditions of sale are applicable to all orders placed by the buyer with the seller and to all our sales contracts, including any ancillary service relating to UVmastercare products. These general conditions of sale exclude, in the absence of written acceptance from the seller, all the general and specific conditions of purchase of the buyer. No derogation from these general conditions of sale will be accepted without the seller’s written confirmation.

Any order will be accepted by the seller only by written confirmation thereof to the buyer or by the actual delivery of the products. Unless proven otherwise, the buyer acknowledges having received a copy of these general conditions of sale.

  1. Price and payment

Unless otherwise stipulated, our prices are exclusive of VAT. The sale price is the price indicated on our tariffs in force on the day of the conclusion of the sale or the placing of the order. Unless expressly provided for, a deposit of twenty-five percent of the value of any order is required when placing it. Any increase in VAT or any new tax that would be imposed between the time of order and that of delivery will be charged to the Customer.

Unless otherwise stipulated, all our invoices are payable in Euro, at the seller’s registered office, in cash and without discount. Any complaint relating to the invoice must be notified to the seller at the latest within 15 days of its receipt, failing which it will not be taken into account.

In the event of non-payment of any invoice by the due date, the buyer will be liable to the seller, ipso jure and without prior notice, interest equal to the following rate:

– the rate mentioned in article 5 of the law of August 2, 2002 concerning the fight against late payment in commercial transactions.

Any invoice unpaid on the due date will result in the debit, ipso jure and without notice, of a lump sum indemnity of a total amount of 15% of the sum in principal, interest and costs with a minimum amount of 75 EUR.

In the event of judicial recovery of any invoice, the purchaser will also be liable for reasonable collection costs, such as legal fees and internal management costs which exceed the amount of this lump sum indemnity.

In the event of non-compliance by the buyer with a single payment deadline, for any reason whatsoever, all subsequent payments will be made when placing the order of the Civil Code. In addition, the seller reserves the right, in this case, to suspend the execution of other orders in progress until full payment of the amounts due.

  1. Delivery

Our products are delivered to the buyer at the address indicated when ordering. Consequently, the seller bears the transport and the risks relating to the products before taking possession. In the event that the buyer designates another place of delivery, the removal and, if necessary, the storage of the products will be carried out at his risk and expense. Delivery times are indicative.

No delay in delivery can give rise to the termination by the buyer of the sales contract or the payment of damages from the seller. This clause does not apply to a buyer acting for non-professional purposes. In addition, the seller has the right to refuse to sell his products according to the availability and sufficiency of his stocks, or for any other legitimate reason, and retains the right to make partial deliveries.

  1. Retention of title

The products delivered remain the property of the seller until full payment of the price, including interest on arrears and any compensation. In the absence of payment of the price at maturity, the seller has the right to take back the products at the buyer’s expense; until full payment for these products, the buyer may neither resell them nor pledge them without the seller’s prior written consent. The buyer agrees to notify the seller of any seizure carried out by a third party on the products sold, the price of which is not fully paid. Likewise, the buyer undertakes to immediately inform the seller in the event that the delivered and unpaid products are found in places hired by the buyer.

  1. Guarantee

5.1 Buyer acting for professional purposes

Any denunciation of an apparent defect or a lack of conformity affecting the products delivered must be notified to the seller within 7 days of the delivery of the products. The reception of the products by the buyer or his agents has the effect of covering any apparent defect which could be noted at the time of delivery.

Any denunciation of a hidden defect in the products delivered must be notified to the seller within 15 days of the discovery of these defects by the buyer or from the time when he could reasonably have discovered them. Any legal action relating to hidden defects must be brought within 30 days of the discovery of the defects by the buyer, or from the time when he could reasonably have discovered them, or from the day of failure talks for an amicable settlement. No product can be returned to the seller without prior written agreement from him.

During a period of 1 year from the delivery of the products, the seller’s guarantee is limited exclusively, either to the repair or replacement of defective products, or to the return or reduction of the invoice price, without any other compensation. In addition, the seller’s liability is excluded in the event of damage caused jointly by a defect in the products delivered and by the fault of the victim or a person for whom the victim is responsible. The warranty expires after this one year period.

  1. Cancellation and contractual non-performance by the seller

In the event of the unilateral termination of any sale by the buyer, the deposit received during the order will not be refunded. Except in cases of force majeure and without prejudice to the preceding paragraph, in the event that the seller remains in default to perform any obligation of the agreement causing harm to a buyer acting for non-professional purposes, the seller will, after receipt a formal notice to which he did not act for 15 days, liable to the buyer for compensation equal to 10% of the amount of the value excluding VAT of the order.

  1. Force majeure

The occurrence of any event, such as in particular, any interruptions in production, transport or delivery, strikes, lockouts, embargoes, wars, terrorist attacks or consequences of attacks, insufficient raw materials, epidemics, bad weather and more generally, any event of a similar nature affecting the parties or their suppliers and delaying or rendering impossible the execution of their respective obligations, suspend the execution of their respective obligations. The party invoking such an event will notify the other party as soon as possible of the proof of its occurrence. The performance of its obligations will be suspended until the notification of the end of the event, it being understood that neither party may claim any compensation from the other party. The parties will make every effort to reduce the difficulties and / or damage caused. If the force majeure lasts more than 60 days, the parties will do everything to renegotiate the subsequent performance of the sales contract. Failing agreement, each party will have the right to terminate it by notification to the other party.

  1. Subcontracting and assignment

The seller may subcontract all or part of the execution of the sale to a third party without the prior written consent of the buyer. The seller may assign all or part of the sale to a third party without the buyer’s prior written consent.

  1. Protection of privacy

The processing by the seller of personal data received by the buyer is for the purposes of the execution of this agreement, customer administration, promotion of the seller’s products and services, establishment of personalized information and direct marketing campaigns, including by e-mail, both by the seller and by its subsidiaries or sister companies. At any time, the buyer has the right to free access, control and rectification of personal data concerning him in accordance with the law of 8 December 1992 on the protection of privacy with regard to the processing of personal data. The data controller is the managing director of the seller.

  1. General

The nullity or inapplicability of one of the clauses of the present general conditions cannot affect the validity or the applicability of the other clauses. If necessary, the parties undertake to replace the null or inapplicable clause by a valid clause which is the closest from an economic point of view to the null or inapplicable clause. The fact that the seller does not take advantage of these general conditions of sale at a given time cannot be interpreted as a waiver of taking advantage of them later. Any communication or notification between parties will be validly made by registered letter, fax, email with acknowledgment of receipt, for the seller, at its head office and for the buyer, at its head office or domicile.

  1. Applicable law and jurisdiction

These general conditions are governed by Belgian law, even in the event of a warranty claim. Any dispute relating to the formation, execution, interpretation of these general conditions of sale and any agreements to which they apply and which cannot be resolved amicably, is subject to the exclusive jurisdiction of the courts. de Liège, except if the buyer acts for non-professional purposes, in which case, the dispute is subject, at the choice of the claimant, to the jurisdiction of the courts designated by article 624, 1 °, 2 ° or 4 ° of the Code judicial.