The present general conditions apply to all the agreements concluded between ETILUX and their professional customers, that is every physical or moral person who acquires or uses for partially or totally professional purposes products presented on our website (below, the "Customer").
Our general conditions can be modified only by express and written agreement between the parties. They are considered to be accepted by the Customer by the only fact of placing the order, even in case they would be contradictory to their own general or particular conditions. These latter bind us only if they were the object of a written express acceptance. Our agreement can presume on no account of the circumstance that we would have accepted the contract without protesting against the clauses which refer to the general or particular conditions or to other similar clauses of the Customer.
Our general conditions are translated into Dutch, English, German, Spanish, Italian. In case of conflict or of difficulty of interpretation, the original text in French will serve as a reference and will be dominating.
The pictures illustrating products do not enter into the contractual field.
We decline all responsibility as for the validity of the content of technical sheets and descriptions of the products whose manufacturers we are not.
The offers of our products are proposed within the limits of available stocks. The displayed availabilities are informative and not contractual.
The order is recorded once the customer clicks on the “validate my order” button. From this registration onwards, the customer is considered to have accepted, with full knowledge of the facts and without reserve, the prices, volumes and quantities proposed on sale as well as the integrality of the present general sales terms.
The customer is sent by e-mail an acknowledgement of receipt of their order.
The order is considered accepted, and the contract concluded, only once the customer receives from our part an e-mail of acceptance of their order.
All our prices must be read tax-free, from our seats of exploitation, shipping fees in addition.
The dispayed prices can be individualized according to particular conditions that would be agreed on in writing between the Customer in view of his profile.
Except contrary express written convention, time limits are mentioned for information only and are not in force. A delay in the delivery cannot, in any case, lead to the cancellation of an order or to any other indemnity, except in case of important fault of ours.
We expressly reserve the right to proceed to partial deliveries which constitute the same amount of partial sales. In no case, such partial delivery will serve to justify the refusal of payment of the delivered items or the application of some indemnity.
The deliveries are ruled by one of the INCOTERMS, agreed upon by both parts, which are presented in their last version (INCOTERMS 2000), published by the International Chamber of commerce. If there is no agreement on one INCOTERM, the delivery should be done in coformity with the INCOTERM EXW, that is “start factory” or “start store”. The risks accruing to the goods are transferred on the buyer at the delivery or, when they are put at their disposal, at the very date and place of this handover according to the applicable INCOTERM
In accordance with the present article the goods whose quantities, characteristics or qualities do not correspond to those described on our website or on the documents to which this website makes express reference, including the total or partial loss or the deterioration of those goods are not considered fit.
The « Customer » will have to examine or to have the goods examined when they are delivered.
The « Customer » will have to report in writing to our company or, if need be, to the carrier any conformity defect of any kind, describing with accuracy the nature of the aforementioned defect. This denunciation will have to be made at the time of the delivery at the latest if the defect is apparent, that is if the Customer could or could have reasonably detected the defect by a minute scrutiny of the product at the time of the delivery. If the defect is not apparent, the denunciation will have to be made within seven “calendar” days after the delivery. If there is no denunciation according to the aforementioned modalities, the Customer will be deprived of the right to prevail oneself against a conformity defect.
If the Customer has reported the defect according to the modalities that are provided in the article 7.3, they will have to scrupulously respect the procedure of return of the goods as described page : http://www.etilux.com/en/conditions/shipments-and-returns.php
We sincerely wish, dear Sir, that you trust the sincerity of our feelings.
Unless there is an explicit mention on the bill, all the bills are to be paid cash, after-tax and without discount, at our head office.
If ever there is an entire or part of a bill that is not paid, the remaining amount of the bill will be increased,as our right and without formal demand, by an interest of delay that is calculated on the rate that is fixed in the article 5 of the law of 02 August 2002 regarding the struggle against payment delays in business transactions, increased by 2%, each started month being a due.
However, each bill staying unpaid four months after its expiration date will be increased, as our right and without formal notice, by an irreducible inclusive payment of 10 % of the unpaid sum, with a minimum of 37,00 € (if the amount of the order is inferior to 50,00€ VAT-free, this inclusive indemnity will be decreased to 11,90€).
The items that are delivered remain our property until full payment of the main sum as well as all of its accessories.
The warranty that relates to the sold items is limited to that granted by the manufacturer, well known by the Customer or which the Customer is supposed to have completely informed himself about before concluding the deal, and , if need be, by the extension programme concluded by particular convention.
In all cases, the warranty is restricted to the repairing or the mere exchange of the faulty items – the choice between mending and exchange being left to our judgment -, with the express exception of any indemnification to the Customer or third parties.
We do not guarantee in any case the capacity of an item or a software to respond to a particular problem or to any problem related to the activity of the customer.
The granting of the warranty presupposes that the delivered items are used as a good father would do, according to the conditions of the offer or within the normal conditions of use mentioned in the catalogues, notice books and manuals that are available for the Customer.
Any resort to the warranty must, for fear of lapse, be notified within the two working days that follow the discovery of the fact that justifies that resort to the warranty. The Customer will have to provide us simultaneously with all the useful documents and information and will have to answer any demand of supplementary information.
Under no circumstances can our contractual or extra–contractual responsibility be involved because of damage caused to people or goods other that the delivered items.
We are not obliged to indemnify the Customer or any third parties for indirect damage. Any loss or deterioration of data, profit losses, customers losses, etc...are considered to be indirect damage.
We are not obliged to indemnify the Customer or any third parties for damage inherent to the use of the Internet, including a service disconnection, an external intrusion or the presence of computer viruses.
Obviously, if our responsibility were established because of faulty breach of contract, the total amount of the indemnities which we would be indebted to pay would not exceed the prices (VAT-free) of the damaged or faulty delivered item.
No action of the Customer, whatever the cause, can be brought against us later than one year after the fact it rests on has occured.
The negatives, blank shapes, drawings, pictures, tools... designed by us remain our exclusive property and can be under no circumstances used without our express agreement.
The delivered softwares remain the exclusive property of the manufacturer. We only concede to the Customer some non-exclusive sofware licenses that allow the use of a programme on one machine at a time. The Customer has to scrupulously respect the confidentiality of the delivered softwares. They cannot, whatever the form, have those licenses at their disposal, leave them as a security, alienate them, share them or lend them for money or for free. They refrains themselves from counterfeiting the delivered softwares, from enabling anyone to favour it whatever the way.
Being unable to control the possession of intellectual rights regarding the items and softwares which are ordered to us and of which we are not the manufacturers, we refuse to accept responsibility in case of forgery or of violation of those rights. In any case, the Customer must immediately notify any complaint of forgery or violation of the rights of intellectual property regarding the products and softwares.
The content of our website is protected by the legislation on copyright and, more globally, on intellectual property.
Without prejudice to our right to damages, we can either suspend the execution of the contract, or terminate the contract as our right after sending a recorded delivery having remained ineffective for 15 « calendar » days, in case of serious default of contractual duties, including :
None of the parties is responsible for the nonfulfilment of their contractual obligations if they prove that this nonfulfilment is due to an event that is beyond control and that could not reasonably be expected at the time when the contract was concluded or if the customer could not have avoided it or overcome the consequences, even if this event does not make totally impossible, but partially more difficult or costlier the execution of their contractual obligations, including in case of work conflict, strike, fires, acts of God, wars, insurrections, embargo, equipment or installations destructions, general lack of provisions or means of transport, etc.
The party that has not fulfilled their obligation must warn the other party, in writing, of the event and of its effects on their fulfillment capacity, in a minimum of time from the very moment they have known or should have known the event.
A cause for exemption of responsibility as stated in the present articte exempts the party that has nof fulfilled their obligations from paying all the damages, indemnities or any other contractual penalty.
Besides, it suspends the time of execution during a reasonable period.
If the cause for exemption is longer than a reasonable period and, in any case, during a period longer than three months , each part will have the right to settle the sale, as their right, by sending a recorded delivery to the other part.
All the data regarding the collection, treatment, use, protection and possibilities of rectification of personal data are available on the following link: http://www.etilux.com/en/conditions/privacy.php
The nullity of a clause of the present contract will not affect the validity of the other clauses. The parties commit theirselves, in this case, to negotiating honestly the conclusion of a new clause that will have the same objective as the clause of nullity and will have, as far as it is possible, the equivalent effects so as restore the contractual balance.
The present contract is exclusively governed by Belgian law.
Any complaint regarding its interpretation, its implementation or its termination is within the exclusive competence of the court of Liège.