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General sales and warranty conditions

1.    Preamble

1.1.
    These sales conditions are concluded, on the one hand, by the company ETILUX S.A. with registered office at Impasse de l’Espérance 42 in 4000 Liège (Belgium), registered in 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 or legal company who wishes to proceed with a purchase via the website of the seller or via its agents, hereinafter referred to as "the buyer".

1.2.
    These general conditions shall apply - subject to any modifications that the two parties may make to them - through an express written agreement.

1.3.
    These general conditions apply to all agreements concluded between ETILUX and its customers via its website or via its agents.

1.4.
    Our general 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.

1.5.
    Our general conditions have been translated into Dutch, English, German, Spanish and Italian. In the event of a discrepancy or difficulty in interpretation, the original text in French will serve as a reference and shall prevail.

2.    Forming of the contract


2.1.
     The contract shall be deemed to be perfect when - after receipt of a written order or a spoken order - the seller has sent his written acceptance, possibly within the period set down by the buyer.

2.2.
     The order placed on our online sales site is recorded at the time at which the buyer clicks on the button 'validate my order'. From the time that the order is recorded, the buyer is considered to have accepted - in a well informed way and without reservation - the prices, volumes and quantities proposed for sale as well as all of these general sales conditions. The buyer receives a receipt for their order via email. The order shall only be deemed to be accepted - and the contract concluded - once the customer receives an email indicating acceptance of his order.

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 catalogues, leaflets, circulars, advertisements, engravings, lists of prices 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.
    We deny any responsibility with regard to the content of the technical sheets and the descriptions of products for which we are not the manufacturer.

3.4.
     Offers of our products are made subject to stock availability. The availability indicated on our online sales site is for information purposes only and is 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 ETILUX prior to or following the conclusion of the contract shall remain the exclusive property of the seller. Without the authorisation of the seller, they may not be used by the buyer, or copied, reproduced, or sent or communicated to third parties.

3.6.
    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 ETILUX by the buyer prior to or following the conclusion of the contract shall remain the exclusive property of the buyer. Without the authorisation of the buyer, they may not be used by ETILUX, or copied, reproduced, or sent or communicated to third parties.

4.    Price


4.1.    Our merchandise is sold at the price applicable at the time of the delivery. Our prices are expressed without any fixed term and shall not create any precedent for additional orders or for the balances of orders.

4.2.
    Prices may be changed without notice.


4.3.
    All our prices are expressed excluding tax, as they leave our operating offices, with shipment costs as a supplement.

4.4.
    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.

4.5.
    Except in the case of an agreement to the contrary, our prices are expressed for packaged merchandise in a packaging offering normal protection.

4.6.
    Except in the case of an agreement to the contrary, our prices as indicated in the catalogues, leaflets, circulars, advertisements, engravings, price lists or on our online sales site are expressed FCA (free carrier) provided that the order inquiry amount reaches the minimum defined for the price quote as a price excluding VAT. In all other cases, our prices should be understood as being 'ex works' and the fees for carriage and packaging shall be borne by the buyer.

4.7.
    The prices displayed may be individualised 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 merchandise travels at the expense and risk of the buyer.

5.2.
    International deliveries are governed by one of the INCOTERMS, agreed between the parties, and figuring in their latest version (INCOTERMS 2010), 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.

5.4.
    Assembly shall never form part of the contract. However, ETILUX may - at the request of the buyer, and according to special conditions, agree to place specialist technicians or assemblers at the disposal of the buyer. In this case, the services of these technicians or assemblers are provided under the supervision and at the cost, expense and risk of the buyer who shall also assume responsibility for and bear the cost of the corresponding insurance policies.

5.5.    The buyer will provide - at his own expense - the tools, machinery and all products necessary for assembly.

5.6.    The ready for press shall incur the responsibility of the customer and shall release that of the company ETILUX. Any waiving of the ready for press - even tacit - by the customer shall be considered as ready for press.

6.    Retention of title


6.1.
    Without prejudice to the provisions of Article 5, the merchandise shall remain the property of ETILUX until full payment of the principal amount and all its accessories.

6.2. 
   The buyer shall undertake not to sell it or make a transfer to third parties for as long as the merchandise remains the property of the seller.

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

7.    Lead times

7.1.    Unless otherwise mentioned, lead times shall begin as of the later of the two following 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 before entry into production.

7.2.
    Unless otherwise mentioned in the contract, lead times 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, ETILUX is free to choose the rate of manufacture. Moreover, ETILUX 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 ETILUX to the contrary.

7.4.    To take into account the random factors in manufacture, ETILUX reserves the right to provide 10% more or less than the quantity ordered for orders of up to 10,000 labels, and 5% more or less than the quantity ordered for orders of over 10,000 labels.

7.5.    If the buyer does not take delivery of the merchandise at the time when it is placed at its disposal by ETILUX, it 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 merchandise at the expense and risk of the buyer.

8.    Payment

8.1.
    Except in the case of an explicit mention on the invoice, all invoices shall be payable in cash, net and without discount, at our registered office.

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

8.3.
    Unless otherwise mentioned, invoices shall be payable within a period of 30 days as of the day that follows the date:
1°    of the receipt by the buyer of the invoice or of an equivalent request for payment, or
2°    of the receipt of the merchandise or of the provision of services, if the date of receipt of the invoice or of the request for payment is uncertain or if the buyer receives the invoice or equivalent request for payment before the merchandise or services, or
3°    of the acceptance or checking which makes it possible to certify the compliance of the merchandise or services with the contract, if the law or the contract provides for an acceptance or verification procedure, and if the buyer receives the invoice or equivalent request for payment earlier than or on the date of the acceptance or verification.

8.4.
    In the absence of payment of all or part of an invoice within the agreed payment period or, failing this, 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 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.

8.5.    In addition, any invoice that remains unpaid for four months after the end of the agreed payment period or, failing this, within the legal payment period, shall be supplemented - automatically and without notification - by a non-negotiable penalty charge of 10% of the unpaid amount, with a minimum of €37.00 (if the amount of the order is less than €50.00 excl. VAT, this penalty charge will be reduced to €11.90).

8.6.    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.

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

8.8.    Down payments made may be retained as damages and interest.

8.9.    Without prejudice to our right to damages and interest, we shall also have the option of either suspending the performance of the contract or of automatically terminating the contract after sending of a registered letter which has remained without a suitable response for 15 calendar days or in the event of a serious failure on the part of the buyer to fulfil any contractual obligation, and in particular:
•    in the event of non-payment of an invoice by the buyer for a single payment period as regards the agreed or legal period;
•    in the event of proof or grave suspicion of fraud on the part of the buyer;
•    in the event that the buyer refuses to provide the requested information or in the event that he has provided incorrect and/or false information;
•    if the buyer is bankrupt or has defaulted on debts, or if its credit rating is jeopardised.

9.    Financial guarantees

9.1. 
   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.    Cancellation clause

10.1.    In the event of non-payment of the invoice when due or in the event of the application of Article 9, the agreement shall automatically be terminated through the simple fact of the seller indicating his intention to this end via registered letter and without prior notification. The seller has the right to reclaim the merchandise delivered without the intervention of the courts. In addition and by way of damages and interest, a sum equal to 15% of the price shall also be due, with a minimum of €125.00.

11.    Force majeure


11.1.
    Neither of the parties shall be deemed responsible for failure to fulfil any of the contractual obligations if said party is able to prove that the non-fulfilment is due to an event beyond its control and which could not reasonably have been expected to be taken into consideration at the time of the conclusion of the contract or which it could not be expected to foresee or overcome the consequences thereof, even if said event does not render totally impossible - but only considerably more difficult or costly - the fulfilment of his contractual obligations, in particular in the event of a labour dispute and all other circumstances such as a strike, uprising, fire, natural disaster, war, insurrection, embargo, destruction of equipment or installations, general lack of supplies or means of transport, ban on the transfer of currency, energy use restrictions, requisition, etc.
11.2.    The party invoking the circumstances referred to above must notify the other party of their intervention as well as of their closure without delay.

11.3.    A reason for liability release under this article shall exempt the party that has not fulfilled his payment obligations from all possible damages and interest, compensation and other contractual sanctions. Moreover, it shall suspend the execution period for a reasonable period.

11.4.    If the grounds for exemption are still claimed beyond a reasonable period and in any event for a period of over 3 months, each of the parties will have the right to cancel the sale automatically via the sending of a registered letter to the other party.

12.    Warranty

12.1.    The warranty relating to the products sold shall be limited to that granted by the manufacturer, well known to the buyer or with which the buyer is deemed to be fully familiar before concluding the contract, and where applicable to the warranty extension programme concluded by special agreement.

12.2.
    The warranty shall in all cases be limited to the pure and simple repair or exchange of defective products - the choice between repair and exchange being entirely for us to make - and shall expressly exclude any compensation in general terms of any kind to the buyer or to third parties.

12.3.    ETILUX shall become the owner of the parts replaced. These parts must be sent at the expense of the buyer in accordance with Article 16 governing returns of merchandise.

12.4.    Under no circumstances do we guarantee the ability of a piece of equipment or software to solve a specific problem or one that is unique to the buyer's activity.

12.5.
    The granting of the warranty presupposes that the products delivered are used with due diligence, in accordance with the conditions of the offer or subject to the normal conditions for use as mentioned in the catalogues, technical sheets, instruction guides, user notes and manuals that are provided to the buyer.

12.6.    Any damage resulting directly or indirectly from storage conditions that are poorly suited to the product sold shall be excluded from the warranty. The suitable storage conditions for the product sold are supposed to be known to the buyer. If they are not, they can be sent on request by our technical services department.

12.7.    The warranty will be invalidated unless any call on it is sent to us within 2 working days of the discovery of the circumstances that justify said call on the warranty. The customer must at the same time provide us with all necessary documents and information and must respond to any request for additional information.

12.8.    The seller shall not take on any warranty obligation on top of that indicated under point 12.2. The seller shall not be bound to pay damages and interest for any damage caused to property used for professional purposes or for any losses linked to professional activities on the part of the buyer or to persons for whom he is responsible by virtue of Article 1384 of the Civil Code.

12.9.    In addition, the seller may not be bound to pay damages and interest for matters pertaining to extracontractual responsibility.

12.10.    With regard to physical injury and damage caused to property used for private purposes, the seller shall not be bound to pay damages and interest if:

• it is not proven that the defect existed at the time that the product was placed on the market;
• the seller - given the state of science and technology - was not able to know of the existence of the fault;
• the defect is attributable to the item into which the product sold has been incorporated or if the defect is attributable to the instructions of the buyer;
• the damage is attributable to a mistake by the buyer, the injured party or someone for whom the injured person or the buyer is responsible (e.g. incorrect handling, incorrect actions, transformations made by the buyer or by third parties, etc.);
• the defect is attributable to the product's compliance with imperative rules that are set by the public authorities;
• the damage is attributable to a lack of maintenance or to maintenance that is contrary to the maintenance manual or to the maintenance instructions established by the seller or by the manufacturer;
• the damage results from an intervention by a third party who is not approved by the seller or by the manufacturer.
13.    Lack of conformity and claims

13.1.
    The buyer is obliged to examine the merchandise or products at the time of their delivery or to have them examined.

13.2.
    Any claims concerning defective items must be sent in writing - with proof of postage - by the buyer within seven days following the delivery of said items.

13.3.    Any claims due to a difference in quantity or non-compliance with the agreed specifications (in particular in terms of product quality or characteristics) must be indicated on the delivery slip on delivery and must be confirmed by registered letter within seven working days following delivery if the defect is not immediately visible, failing which they will not be admissible.

13.4.    Any claims concerning hidden defects must be formulated by registered letter at the latest within seven working days as of the moment that the buyer discovers the defect or should have done so. Once this period has passed, any possible claims will no longer be admissible.

13.5.    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 point 13.2.

13.6.    If the buyer protests against the conformity defect in accordance with the terms and conditions specified under Article 13.2 to 13.5, he must then scrupulously abide by the procedure for the return of products as described on the following page: http://www.etilux.co.uk/en/conditions/shipments-and-returns.php and in Article 16 of these sales conditions. Failing this, he will be denied the right to invoke a conformity defect.
13.7.    The company will not respond to claims formulated on the basis of hidden defects which it could not have been in a position to be aware of at the time the sale was concluded.

13.8.    From our responsibility for defects we exclude the repair of any damage resulting from the defect, including loss of production, loss of profits and any other indirect damage.

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

14.    Liability

14.1.
    Under no circumstances may our contractual or extracontractual liability be invoked as a result of damage caused to persons and property other than the delivered products.

14.2.    Failure to abide by the recommendations of the manufacturer or of the company ETILUX 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 company ETILUX.

14.3.    The liability of ETILUX 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, we recommend that our customers carry out the necessary tests before any extensive use of our products.

14.4.    Our liability is limited to the replacement of the merchandise supplied or of the service provided 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.

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

14.6.    We are not bound to pay any compensation to the buyer or to third parties for 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.

14.7.    We are 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.

14.8.    In any event, if our liability can be established as a result of negligent breach of contract, the total amount of the compensation to which we could be bound shall not exceed the price excluding VAT of the damaged or defective delivered product.

14.9.    No action on the part of the buyer - on whatever grounds - may be initiated against us more than a year after the occurrence of the facts to which it refers.

14.10.    If the buyer uses or resells the goods he is considered to have accepted them without reservation.

14.11.    If a wholesaler or a natural or legal person, who bought the goods from Etilux for professional use, sells those goods to a consumer, without specifying the final purpose of his purchase in the sales contract with Etilux, he shall inform the consumer about the product and its application. If he does not inform the consumer, he shall be deemed responsible to Etilux or to the manufacturer if ETILUX or the manufacturer should pay compensation to the consumer according to the law on liability for defective products. The wholesaler shall bring the proof that he has fulfilled his duty to inform the consumer.

15.    Intellectual property

15.1.    Any negatives, cutting dies, drawings, graphic design and photos along with any tools created by ETILUX 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 ETILUX.

15.2.
    The software delivered shall remain the exclusive property of the manufacturer. We only grant the buyer non-exclusive user licences authorising 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 licences, 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. 
   As it is impossible to check the ownership of intellectual property rights regarding the products and software that is ordered from us and of which we are not the producer, we deny all liability in the event of counterfeiting or violation of these rights. In any event, the Customer must immediately notify us of any claim for counterfeiting or violation of intellectual property rights concerning the products and software.

15.4.
    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 merchandise may take place providing the following conditions are met:

•    The buyer has received the merchandise and submitted a claim within seven working days, in accordance with Article 13 of these sales conditions
•    The merchandise is in its original packaging, which is intact, and has not been used
•    The item is a standard item which has not been specially produced by the buyer
•    The buyer has received from the company ETILUX a written agreement notifying him of his merchandise return slip number.

16.2.    Returns made without our agreement may not in any way delay payment of our invoices on their initial payment term.

16.3.    Any return of merchandise shall take place at the risk of the buyer. This return shall take place FCA, on our premises.

16.4.    The merchandise returned must be in the condition in which it found itself when we sent it.

16.5.    The stages in the return procedure and the various possibilities that are open to the buyer are described on the following page: http://www.etilux.co.uk/en/conditions/shipments-and-returns.php

16.6.
    This article only applies to online sales to consumers. In accordance with the law of 6 April 2010 concerning the right of withdrawal, the consumer shall have a period of at least 7 calendar days in which to withdraw from the contract from the day following the day of delivery. This right shall be exercised without penalty and without giving any reason. This period should allow the customer to evaluate the product “as in a shop”. Used, installed, damaged or incomplete products will not be taken back.

The buyer who wishes to exercise that right shall contact the webshop within 7 calendar days to the following e-mail address: support@etilux.be. Moreover, within those 7 days the buyer shall also pack the complete, intact and original product with all its accessories, user guide and (a copy of) the invoice or the delivery note. The two steps described above as well as the return of the goods to ETILUX S.A. Impasse de l’Espérance n°42 in 4000 Liège (Belgium) shall take place at the cost and risks of the buyer, according to the procedure described in the Article 13 of these sales conditions.

17.    Processing of personal data

All information relating to the collection, processing, use, protection and possibilities of correcting personal data is available on the following page: http://www.etilux.co.uk/en/conditions/privacy.php

18.    Invalidity

The invalidity of any one clause of this contract shall not affect the validity of the other clauses. The parties shall undertake, in this case, to negotiate in good faith the conclusion of a new clause that will pursue the same objective as the invalid clause and shall have - to the extent possible - equivalent effects with a view to re-establishing the contractual balance.

19.    Applicable law and legal disputes

19.1.    This contract is exclusively governed by Belgian law.

19.2.    Any dispute regarding the interpretation, execution and termination of this contract shall fall under the exclusive competence of the courts of Liège.



 


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