- TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS AND SERVICES -
Definitions and scope of application
The general conditions of sale of products and provision of services, hereinafter referred to as "the general conditions", are applicable to all orders placed with INNOVLM, whose registered office is located at
"The general terms and conditions are applicable to all orders placed with INNOVLM, whose registered office is located at Avenue des Moissons 13, 1360 Perwez, registered with the Crossroads Bank for Enterprises under the number BE0736772903, hereinafter referred to as "the provider" or "the seller".
These general terms and conditions form the contract between the seller/provider and the client. The seller/provider and the customer are hereinafter jointly referred to as "the parties".
The "customer" is any natural or legal person who orders products and/or services from the seller/provider.
The "consumer" is the customer, a natural person, who acts for purposes that do not fall within the scope of his commercial, industrial, craft or liberal activity.
Only the present general conditions are applicable. In any event, they exclude any general or special conditions of the customer that the seller/provider has not expressly accepted in writing.
The general terms and conditions are freely accessible at any time on the website of the seller/contractor: https://eqtech.odoo.com/, so that by placing an order with him, the customer declares that he has taken note of these general terms and conditions and confirms his acceptance of the rights and obligations relating to them.
The seller/supplier reserves the right to modify these general terms and conditions at any time and without prior notice, provided that these modifications are published on its website. These changes will apply to all subsequent orders for product(s) and/or service(s).
Offer and order
To place an order, the customer chooses the product(s) and/or service(s) he wishes to order and informs the seller/provider of this by telephone, letter, email or by means of an online form.
The seller/provider will send the customer an order form for these products and/or services, and may request payment of a deposit. The order form contains a statement reminding the customer of the application of these general terms and conditions and the existence of the right of withdrawal for consumers.
It is the customer's responsibility to check the accuracy of the order and to notify the seller/provider immediately of any errors.
The customer must then accept and return the signed order form to the seller/provider in order to confirm the order.
The seller/provider reserves the right to suspend, cancel or refuse a customer's order, in particular in the event that the data provided by the customer proves to be manifestly erroneous or incomplete or if there is a dispute relating to the payment of a previous order.
In the event of cancellation of the order by the customer after its acceptance by the seller/provider, for any reason whatsoever, except in the case of force majeure, a sum equivalent to 30% of the price of the order shall be acquired by the seller/provider and invoiced to the customer as damages.
Payment
Invoices are payable in the currency of the invoice at the registered office of the seller/contractor no later than thirty days after the invoice date.
Any complaint relating to an invoice must be sent in writing by registered mail to the registered office of the seller/supplier within eight calendar days of receipt. If this is not done, the client will no longer be able to dispute the invoice.
Any invoice not paid on the due date shall automatically and without notice of default generate late payment interest of 8% per annum for private individuals. For traders, the interest provided for by the law of 2 August 2002 concerning the fight against late payment in commercial transactions shall apply.
Any invoice not paid on the due date will, in addition, be increased by right and without notice of default, by a fixed compensation of 15% of the total amount due by way of damages.
Price
The price of the products and/or services is indicated in euros, all taxes included.
Any increase in VAT (Value Added Tax) or any new tax imposed between the time of the order and the time of delivery and/or execution will automatically be charged to the customer.
Any delivery costs are not included in the price indicated, but are calculated separately during the ordering process, depending on the method and place of delivery and the number of products ordered.
Deadlines
Unless otherwise expressly agreed in writing by the seller/contractor, the delivery and/or performance deadlines mentioned in the special conditions shall not be binding. The seller/contractor may only be held liable if the delay is significant and if it is attributable to gross negligence.
The client may not invoke the delivery and/or performance deadlines to request the cancellation of the contract, claim
The client may not invoke the delivery and/or performance periods to claim rescission of the agreement, claim damages or assert any other claim, unless otherwise agreed in writing and expressly accepted by the seller/contractor.
In the event of a delay exceeding thirty working days, the client shall send a formal notice of default by registered mail to the seller/contractor, who shall then be entitled to 50% of the prescribed time to deliver the ordered product(s) and/or perform the ordered services.
Reservation of ownership
The seller retains ownership of the ordered products until full payment has been made.
The ownership of the products shall only pass to the customer after the collection or delivery of the articles and after the full payment of the order. In derogation of article 1583 of the Civil Code, the articles sold, delivered or installed remain the exclusive property of the seller until full payment of the invoice. As long as the payment of the sale price has not been made, the customer is forbidden to pledge the articles, to offer them, or to use them as a guarantee in any way whatsoever. The customer is expressly prohibited from making any changes to these items, from turning them into real estate by incorporation or by destination, from selling them or from disposing of them in any way whatsoever.
As long as the seller has the property rights to the delivered goods, in accordance with the provisions of this article, the customer shall remain responsible for maintaining these products in good condition. During this period, the customer alone shall be liable for any loss or damage to the products. If necessary, the customer undertakes to insure the products against all risks. The customer also undertakes to store the products in such a way that they cannot be confused with other products and that they can be recognised as the property of the seller at all times.
Right of withdrawal
In accordance with Article VI.47 of the Code of Economic Law, the consumer who orders products and/or services from the seller/provider at a distance has a period of 14 calendar days from the day of delivery of the products or notification of their availability at the designated collection point to notify the seller that he/she is withdrawing from the purchase, without penalty and without giving reasons.
For services, the period of 14 calendar days shall begin to run from the day of the conclusion of the contract, i.e. the day on which the consumer receives the summary of his order, in particular by e-mail.
Where this period expires on a Saturday, Sunday or public holiday, it shall be extended to the next working day.
The consumer may notify his wish to withdraw from the purchase by means of the withdrawal form placed online on the website of the seller/supplier, by means of the form sent with the order form or available on the website of the S.P.F. Economie, P.M.E., Classes moyennes et Energie: economie.fgov.be, or by means of an unambiguous statement setting out his decision to withdraw from the contract.
The consumer must return the product(s) he/she has withdrawn from in perfect condition in its/their original packaging.
Only the direct costs of returning the product(s) shall be borne exclusively by the consumer.
The seller/contractor shall refund the amount paid as soon as possible and at the latest within 14 days of the return of the products.
The consumer who opens or uses a product before the expiry of the withdrawal period shall be deemed to have waived his right of withdrawal in respect of that product.
A consumer who expressly agrees that the service ordered shall be performed before the expiry of the 14-day period and acknowledges that such performance shall cause him to lose his right of withdrawal, may no longer exercise his right of withdrawal in accordance with Article 53 of Book VI of the Code of Economic Law.
The consumer shall also not be entitled to exercise the right of withdrawal if he falls within one of the other exceptions set out in Article 53 of Book VI of the Code of Economic Law, in particular in the case of the supply of goods made to the consumer's specifications or clearly personalised.
Cancellation of the order
The customer who does not meet the conditions for benefiting from the right of withdrawal described in the previous article of these conditions and who wishes to cancel his order shall inform the seller/provider, who will indicate the steps to be taken.
Any deposit paid by the customer to the seller/provider will not be refunded. If no advance payment has been made, the seller/provider may claim cancellation compensation from the customer equivalent to 30% of the price of the products and/or services whose order has been cancelled by the customer.
Delivery and/or execution of the order
The delivery and/or execution deadlines indicated by the seller/supplier are provided for information purposes only and are not binding on the seller/supplier. A delay in the delivery and/or execution of the order shall therefore under no circumstances give rise to any compensation, termination of the contract, suspension of the client's obligations, or payment of damages.
The order is only delivered to the customer or executed after full payment. The transfer of ownership and risk occurs when the order is fully paid for. The customer is therefore advised that he/she alone bears the risks associated with the delivery.
Availability
The products offered for sale by the seller are subject to availability.
In the event of unavailability of one or more products after payment of the order, the seller undertakes to inform the customer as soon as possible and to give him the choice between a refund, a modification of his order or a delivery postponed until the end of the stock shortage of the product(s) concerned.
Receipt of the order and complaint
The customer is obliged to check the apparent good condition and the conformity of the products delivered to him or collected from the collection point with the products he ordered.
Any complaints must be made in writing within 8 days of delivery of the order or notification of its availability at the collection point. Otherwise, they cannot be taken into account and the customer will be deemed to have definitively received the order.
Any complaints relating to the services provided by the service provider must be made in writing within 8 days of the occurrence of the event giving rise to the complaint. Otherwise, they cannot be taken into account.
If a complaint proves to be well-founded, the seller/provider will have the choice between replacing or refunding the price of the products and/or services concerned.
Intellectual property
The information, logos, drawings, trademarks, models, slogans, graphic charters, etc., accessible through the website or the catalogue of the seller/provider are protected by intellectual property law.
Unless expressly agreed otherwise in advance, the customer is not authorised to modify, reproduce, rent, borrow, sell, distribute or create derivative works based in whole or in part on the elements present on the website or the catalogue of the seller/provider.
Unless expressly agreed otherwise, the agreed price therefore does not include any transfer of intellectual and/or industrial property rights on any grounds whatsoever.
Guarantees
◦ Legal guarantee for all customers
In accordance with Articles 1641 to 1643 of the Civil Code, the seller is obliged to guarantee the products against hidden defects which render the products unfit for the use for which they are intended, or which diminish this use so much that the customer would not have acquired them or would only have given a lesser price if he had known about them.
In the event that a hidden defect is found, the customer must act within a short period of time, in accordance with Article 1648 of the Civil Code, and may choose between returning the product with a hidden defect in exchange for a full refund, or keeping it in exchange for a partial refund.
The seller is not obliged to guarantee the products against apparent defects, of which the customer could or should have been aware at the time of purchase. Similarly, the seller is only obliged to guarantee the products defects of which he was aware at the time of sale and of which he failed to warn the customer.
Only the invoice, the receipt or the purchase voucher are valid as warranty certificates for the customer vis-à-vis the seller. These documents must be kept by the customer and presented in their original version.
◦ Additional legal guarantee for customers who are consumers
In accordance with Article 1649quater of the Civil Code, the customer who is a consumer also has a two-year legal guarantee for all defects in conformity that existed when the product was delivered and that have appeared within two years of the delivery.
This guarantee includes the repair or replacement of the defective product, free of charge for the consumer.
If, however, such repair or replacement proves impossible, disproportionate for the seller or would cause serious inconvenience to the consumer, the consumer may be offered an appropriate reduction or refund. The seller and the customer may only agree on a refund if the customer returns the defective products.
In the event that specific spare parts or accessories required for the repair of the product are no longer available from the manufacturer, the seller shall not be liable for the loss of use of the product.
The consumer is obliged to inform the seller of the existence of the lack of conformity, in writing, within a maximum of two months from the day on which he noticed the defect, on pain of forfeiture of his right to claim.
Only the invoice, the receipt or the purchase voucher shall be valid as warranty certificates for the consumer vis-à-vis the seller. These documents must be kept by the consumer and presented in their original version. The warranty period starts on the date mentioned on these documents.
This guarantee does not apply if the failure is due to misuse, external causes, poor maintenance, normal wear and tear or any use that does not comply with the manufacturer's or seller's instructions.
In the event of damage, theft or loss of a product delivered for repair, the seller's liability shall in any event be limited to the sale price of the product.
In no event shall the seller be liable for the loss or reproduction of data stored in or by electronic devices delivered for repair.
◦ Guarantee for the services provided
The service provider undertakes to perform the services in a proper manner.
The customer is guaranteed the conformity of the services provided with the services initially requested. In the event of any anomaly detected during this period, the service provider shall ensure that it is corrected free of charge and as soon as possible, provided that the anomalies detected have been duly reported to the service provider.
The guarantee of conformity expressly excludes services requested as a result of unauthorised intervention or modification, a handling error or improper use by the client, or as a result of a fault caused by an intervention by the client or a third party.
The service provider declares that the results of the services that are protected by intellectual property law constitute original creations. In the event that he has called upon external parties to carry out all or part of the services, he declares that he has obtained all the rights and authorisations necessary to carry out these services.
Consequently, the service provider guarantees the client against any action, claim, allegation, demand or opposition from any person invoking an intellectual or industrial property right, or an act of unfair competition, on all or part of the services provided.
Liability
General The customer acknowledges and accepts that all obligations of the seller/contractor are exclusively of a best-efforts nature and that the seller/contractor is only liable for fraud and gross negligence.
In the event that the customer demonstrates the existence of gross negligence or wilful misconduct on the part of the seller/supplier, the loss for which the customer may claim compensation shall only include the material damage resulting directly from the negligence attributed to the seller/supplier, to the exclusion of any other damage, and may not, in any event, exceed 75% (excluding tax) of the amount actually paid by the customer in execution of the order.
The customer also acknowledges that the seller/contractor is not liable for any direct or indirect damage caused by the products delivered or the services provided, such as loss of profit, increased overheads, loss of customers, etc.
The seller/contractor is also not liable in the event of the customer providing incorrect information or in the event of an order being placed in his name by a third party.
Finally, it is the customer's responsibility to find out about any restrictions or customs duties imposed by their country on the products ordered. The seller cannot be held responsible if the customer has to face any restriction or additional tax to pay because of the policy adopted by his country in this matter.
Materials. If the customer imposes on the seller a process or materials of a certain quality, origin or type, despite the seller's written and motivated reservations, the seller shall be released from any liability for defects caused by the choice of said process or materials.
Internet and new technologies
The customer acknowledges the restrictions and risks associated with the use of the internet or any other means by which the website is currently or in the future made available. The customer also acknowledges the risks of storing and transmitting information by digital or electronic means.
The customer accepts that the seller/contractor cannot be held liable for any damage caused by the use of the website (and any applications) of the seller/contractor or the internet as a result of the aforementioned risks.
The customer also accepts that the electronic communications exchanged and the backups made by the seller/contractor may serve as evidence.
Miscellaneous provisions
Force majeure or fortuitous event. The seller/provider cannot be held responsible, either contractually or extra-contractually, in the event of temporary or definitive non-performance of its obligations when this non-performance is the result of force majeure or fortuitous events.
The following events shall be considered as force majeure or fortuitous events 1) the total or partial loss or destruction of the vendor's/supplier's computer system or its database where either of these events cannot reasonably be directly attributed to the vendor/supplier and it is not shown that the vendor/supplier failed to take reasonable steps to prevent either of these events, 2) earthquake, 3) fire, 4) flood, 5) epidemic, 6) act of war or terrorism, 7) strike, whether declared or not, 8) lock-out 9) blockades, 10) insurrections and riots, 11) a breakdown in the supply of energy (such as electricity), 12) a failure of the Internet or data storage system, 13) a failure of the telecommunications network, 14) a loss of connectivity to the Internet or telecommunications network on which the Seller/Contractor depends, 15) an act or decision of a third party where such decision affects the proper performance of this Agreement, or 16) any other cause beyond the reasonable control of the Seller/Contractor.
Unforeseeability. If, due to circumstances beyond the control of the Seller/Contractor, the performance of its obligations cannot be continued or is simply made more onerous or difficult, the Seller/Contractor and the Customer undertake to negotiate in good faith and in good faith an adjustment of the contractual terms and conditions within a reasonable period of time with a view to restoring their balance. If no agreement is reached within a reasonable period of time, either party may invoke the termination of the contractual relationship between them without compensation or indemnity of any kind.
ermination of the contract. In the event of the customer's insolvency or in the event of unpaid debts, even under previous contracts between the customer and the seller/contractor, the seller/contractor shall be entitled to suspend the performance of its obligations until the customer has fully repaid any unpaid debts owed to the seller/contractor.
In the event of non-performance of its obligations by the customer, the seller/contractor may terminate the contract to the exclusive detriment of the customer without delay or compensation and, where appropriate, may claim damages from the customer by any legal means.
Illegality. The possible illegality or invalidity of an article, paragraph or provision (or part of an article, paragraph or provision) shall not affect in any way the legality of the other articles, paragraphs or provisions of these general conditions, nor the remainder of that article, paragraph or provision, unless the contrary intention is evident in the text.
Headings. The headings used in these terms and conditions are for reference and convenience only. They do not affect the meaning or scope of the provisions they refer to.
No waiver. No failure, neglect or delay by any party to exercise any right or remedy under these terms and conditions shall be construed as a waiver of such right or remedy.
Applicable law and jurisdiction
These terms and conditions are subject to Belgian law.
In the event of a dispute relating to the validity, interpretation, performance or breach of these general terms and conditions, the parties undertake to have recourse to mediation before any other method of dispute resolution.
The parties shall therefore appoint a mediator approved by the Federal Mediation Commission (Bd Simon Bolivar, 30 (WTC III), 1000 Brussels - https://www.cfm-fbc.be/fr) by mutual agreement or shall instruct a third party to make the appointment.
Once the mediator has been appointed, the parties shall define between themselves, with the help of the mediator, the modalities for the organisation of the mediation and the duration of the process.
Either party may terminate the mediation at any time without prejudice.
If the mediation fails, only the courts of the judicial district of Brussels shall have jurisdiction.