ARTICLE 1 – SCOPE OF APPLICATION
These general terms and conditions of sale apply unconditionally to all sales agreements concluded between LOTRONIC PLC (hereinafter: "the Seller") and any professional Buyer (hereinafter: "the Buyer").
They exclude all terms and mentioned on documents issued by the Buyer, even if these are of a later date.
Unless otherwise agreed in writing between the Seller and the Buyer, any order automatically implies unreserved acceptance of these general terms and conditions by the Buyer and its company or organisation and waives the Buyer's right to invoke its own terms and conditions of purchase.
Any lack of response or dispute on the part of the Seller in this regard shall not be construed as acceptance of any waiver.
ARTICLE 2 – ORDERS
Orders are placed through any useful means of written communication between the Seller and the Buyer, including, but not limited to, the conclusion of an order form, the ordering platform of the Seller's website, etc.
All orders are subject to the opening of a customer account with the Seller and imply, without reservation, the acceptance of these general terms and conditions.
The access codes to the customer account are strictly personal and cannot be communicated to third parties.
The Buyer must describe the order in detail. This description will refer to the name and number of products desired, the delivery terms (i.e. address and day of delivery), as well as any other specific request related to the products ordered and the delivery to be made.
Notwithstanding this article, the Buyer may choose to collect the products himself at the depot indicated by the Seller. This choice will be communicated to the Seller by the Buyer when placing the order and will not entail any costs for the Buyer.
Any order made by the Buyer from the stock available at the date of the order must correspond to a minimum amount of :
- 350.00 € excluding VAT for France and Benelux;
- 800.00 GBP excluding VAT for Great Britain;
- 1,000.00 € excluding VAT for overseas France and other countries.
In addition, and as regards large-scale distribution, the order must correspond to a minimum amount of :
- 600.00 € excluding VAT for deliveries to shops;
- 1,500.00 € excluding VAT for warehouse deliveries.
ARTICLE 3 – DELIVERY AND DELIVERY TIME
Delivery times are indicative. They do not constitute an essential condition of the sale.
A delivery note must be signed upon receipt of the order by the Buyer.
It is the Buyer's responsibility to enable and facilitate the Seller's proper performance of its delivery obligation involving, in particular:
i) The communication by the Buyer of the exact address of the delivery point;
(ii) The communication by the Buyer of useful and relevant information, such as the configuration of the premises (floor number, room where the delivery is to take place, access code or bell etc.)
(iii) The completion by the Buyer of all necessary administrative and financial procedures such as, for example, the reservation of a parking space on the road with the competent administrative services, etc.);
(iv) the taking of practical steps by the Buyer, such as clearing the space to allow delivery.
The Buyer takes these steps at its own expense and responsibility.
Any delay in delivery shall not give rise to any compensation or penalties for delay in favour of the Buyer. The latter is aware that the Seller will do everything possible to deliver the goods as soon as possible despite the many constraints to which it may be subject, such as delivery circuits depending on the orders, traffic problems, etc..
Late delivery shall not under any circumstances result in the cancellation of the order without the express written consent of the Seller.
If the delivery cannot be made due to the Buyer's default, all costs related to the transport and storage of the goods shall be borne by the Buyer. The following in particular - without this list being exhaustive - shall be considered as default by the Buyer:
(i) An unjustified refusal by the Buyer to take delivery at the agreed place, date and time;
(ii) The absence of the Buyer at the place indicated for delivery on the agreed day and time, without prior cancellation at least 2 working days in advance.
If the delivery of the ordered goods is delayed due to the Buyer's default, the Seller reserves the right to change the price. The selling price shall be modified if the purchase price, taxes, duties or charges payable by the Seller are changed between the date of acceptance of the order and the date of the scheduled delivery. Under no circumstances will the Seller's profit margin be adjusted or changed.
ARTICLE 4 - PRICES AND DELIVERY COSTS
The prices of the products displayed on the online platforms or catalogues do not include VAT. Taxes (including VAT) and additional costs (including any delivery costs incurred by the Seller) are added to the displayed prices to form the total amount to be paud by the Buyer.
All prices are in Euros/€.
The agreed prices are automatically revised according to variable elements: wage costs, cost of raw materials, taxes or any other objective element that may lead to a change in the price before the Buyer receives the goods.
The price revision can only be applied up to a maximum of 80% of the original price.
In the event of delivery by the Seller, the related costs will be communicated to the Buyer in advance in accordance with article 3.1. of these general terms and conditions.
Free shipping is granted from a minimum amount of :
1. For orders made with the DDP incoterm
- 600,00 € excluding VAT per shipment and for delivery to Metropolitan France;
- 500,00 € excluding VAT per shipment and for delivery to the Benelux countries;
- 800,00 GBP excluding VAT per shipment and for delivery to Great Britain;
- 1 000,00 € excluding VAT per shipment and for delivery to other European countries;
- 1 000,00 € excluding VAT per shipment and for delivery to overseas France and African countries, provided that the delivery is made by a forwarding agent located in France.
For sales in large-scale distribution, the order must correspond to a minimum amount of :
- 600,00 € excluding VAT for in-store deliveries;
- 1 500,00 € excluding VAT for warehouse deliveries.
Except for sales to large retailers, any order below the minimum amount will be increased by the following fixed sum:
- 35,00 € excluding VAT per shipment and for delivery to Metropolitan France;
- 20,00 € excluding VAT per shipment and for delivery to Belgium;
- 30,00 € excluding VAT per shipment and delivery to the Netherlands and Luxembourg.
Any customs duties or other additional costs shall be borne by the Buyer.
If the indicated minimum transport costs are not charged, the transport of the goods may give rise to the calculation of specific transport costs and the Buyer will have to give its consent prior to shipment.
2. For orders made with the Ex-works intercom
The transfer of ownership of the goods takes place when the goods leave the Seller's loading dock in all cases where the Buyer benefits from a tariff from the Seller's warehouse located in Belgium.
Any customs duties or other related costs shall be borne by the Buyer.
ARTICLE 5 – PAYMENT
The goods shall be invoiced on the date of dispatch or collection by the Buyer.
Unless otherwise agreed in writing at the time of the order, invoices are payable to the Seller's address in cash and without discount.
However, the payment term may be extended to 30 days from the date of the order, subject to acceptance of the Buyer's file by the credit insurance company and by the Seller's management. Invoices are payable to the bank account number indicated on the invoice.
All invoices shall be sent to the Buyer electronically, without prejudice to the Buyer's right to request a paper version.
Non-compliance with a payment deadline of the credit granted to the Buyer gives the Seller the right to request all the guarantees necessary for the proper execution of the agreement. Any refusal by the Buyer shall result in the immediate dissolution of the agreement, in whole or in part.
Any reminder of payment by the Seller of the current credit shall automatically result in an additional cost of € 15.00.
Invoices not paid on their due date shall automatically and without notice of default bear interest of 0.5% per month. In addition, after the Seller has sent a reminder and a registered notice of default, a fixed compensation of 10% of the invoice amount shall be due with a minimum of €40.00.
Any failure to pay an invoice on the due date shall render all amounts due immediately payable, regardless of any payment facilities previously granted by the Seller to the Buyer.
The Seller also reserves the right to transfer all or part of its receivables to a factoring company.
In the event of non-compliance by the Buyer with any of its obligations and in particular in the event of non-payment or late payment, the Seller reserves the right to stop all deliveries of orders in progress, without the Buyer being able to hold the Seller liable for any damage that may result. This right to suspend deliveries by the Seller shall apply until the Buyer has paid the invoices in full.
In any event, the Seller reserves the right to claim compensation for damages suffered as a result of the Buyer's failure to perform its obligations.
ARTICLE 6 – TRANSFER OF OWNERSHIP AND TRANSFER OF RISK
Ownership of the goods delivered by the Seller shall only pass to the Buyer after full payment of the total sales price. This total price includes interest and any additional costs.
Notwithstanding this retention of title clause, all risks relating to the goods delivered shall pass to the Buyer upon delivery.
If the Buyer fails to react to the notice of default sent by registered mail within 8 days of the sending, the goods shall be immediately returned to the Seller at the Buyer's expense and risk. The delivery of a document confirming an obligation to pay shall in no case constitute payment within the meaning of these general conditions.
Any deposit paid by the Buyer may be retained to cover costs and losses associated with the resale of the goods.
As long as the price has not been paid, the Buyer is prohibited from pledging, offering, or using the goods as security in any way.
Furthermore, the Buyer is expressly forbidden to process the goods, to turn them into embedded property by incorporation or by destination, to sell them or to dispose of them in any way whatsoever. As long as the delivered goods remain the property of the Seller in accordance with this article, the Buyer shall remain responsible for maintaining the delivered goods in good condition.
During this period, the Buyer shall remain solely responsible for any loss or damage to the goods. The Buyer therefore undertakes to insure the goods at his own expense against all risks and to store the goods in such a way that they cannot be confused with other goods which are not the property of the Seller.
Unless explicitly authorised in writing by the Seller, the Buyer may not market the entire range of the company's brands on external online sales platforms such as BST & AFX, without this list being exhaustive.
The Buyer is not allowed to display sales prices on sites if he does not have the goods in stock or has never ordered them.
Any payment made by the Buyer shall be deducted in priority from the outstanding amounts still due for goods processed or sold by the Buyer in violation of this article.
ARTICLE 7 – WARRANTY
The goods are warrantied against all defects of conformity for a period of 2 years (excluding batteries, lamps, batteries, cords, aerosols, and consumables) from the date of sale of the equipment to the final consumer and excluding all errors of handling, bad installations, modifications and/or deteriorations due to external causes.
The warranty consists of the repair or replacement with equivalent goods, at no cost to the Buyer. However, if it appears that repair or replacement is impossible or disproportionate for the Seller, the latter undertakes, at the request of the Buyer, to apply a price reduction or, if applicable, to terminate the agreement and refund the full price by granting a purchase voucher.
Any claim for non-conformity must be made in writing within 2 calendar months of the day on which the end consumer noticed the defect, otherwise the right to the warranty will be cancelled.
The warranty applies only to products used for domestic purposes.
Any professional use by a natural or legal person limits the warranty to a period of 6 months, with the exception of professional or semi-professional products such as, for example, products of the brands AFX, BST, etc.
Some of the products (lyres, rotating machines, smoke machines, fog machines, etc.) require maintenance; any failure to maintain the products purely and simply excludes the application of the warranty provided for in this article.
The warranty covers all defects except those listed below:
(i) defects due to impacts, shocks or falls, liquid infiltration on the electrical parts, errors in commissioning or incorrect handling by the user, any use not in accordance with the manufacturer's instructions, use contrary to the instructions for use, transport or shipping conditions, use of accessories and/or spare parts not distributed by the Seller, lack of maintenance, presence of foreign bodies;
(ii) the replacement of wearing parts or consumables and batteries;
(iii) defects that are not attributable to a manufacturing or design defect such as damage due to fire, water damage (flooding), lightning, accident, natural disaster, etc;
(iv) to equipment that has been dismantled, even partially.
The list of exceptions is not exhaustive. The exceptions listed in the LOTRONIC SAV Procedure shall also apply.
The Seller accepts no liability for any damage, direct or indirect, resulting from failure to comply with the conditions of use as described in the instructions for use, and in particular the advice on use, installation and maintenance of the appliance.
The Seller also declines all responsibility for any damage, direct or indirect, resulting from an external cause, such as a power surge caused by a storm or work on the electrical network.
The Seller reserves the right to repair, exchange or issue a credit note.
The procedure for returning goods is the subject of a specific document sent to each Buyer at the time of opening an account. It is available on request and will be amended according to the specific agreements that may be made with each Buyer.
The return of defective material must be accompanied, for each product, by a separate document mentioning the nature of the defect as well as the original sales invoice to the final consumer. Defective goods must be completely free of foreign bodies when they are handed over.
When repairing electronic devices, data stored in or by the goods to be repaired may be damaged or lost. The Buyer shall be solely responsible for saving and restoring the aforementioned data to the exclusion of any liability on the part of the Seller. The Seller shall have no liability for the loss or reproduction of data stored in or by such electronic devices.
Any shipping costs associated with the return procedure shall be borne by the Buyer, while the Seller shall bear the costs of re-shipping.
The warranty on parts and materials resold by the Seller shall be acquired by the Buyer under the same conditions as those held by the Seller's suppliers. The Buyer who distributes the goods is therefore obliged to ensure the warranty rights of the goods he sells in his territory.
The Buyer undertakes to supply the Buyer with spare parts in reasonable quantities free of charge, with the exception of the usual components (resistors, capacitors, etc.). The order for parts will be processed by the Seller's technical department and shipped from the Seller's warehouse.
All defective devices must be notified to the Buyer within 15 days from the date of delivery. After this period, any parts will be replaced or repaired at the Buyer's sole expense.
ARTICLE 8 - CLAIMS AND EXCHANGE
The Buyer is obliged to inspect the goods upon collection.
Any complaint about damage or apparent defects in the goods must, in order to be taken into consideration, be mentioned on a document at the time of delivery or collection of the goods, signed by the Buyer and countersigned for approval by an official of the Seller. This document must be signed at the time of delivery or collection of the goods.
The same procedure shall apply to deliveries claimed to be non-conforming or incomplete.
In all other cases, only the warranty conditions, as stipulated in article 7, shall apply and no dispute shall be admitted by the Seller due to the theft of the access codes referred to in article 2.2.
The goods are transported at the Buyer's risk.
Any damage caused by the carriers must, in order to be taken into consideration, be mentioned on the delivery documents at the time of delivery of the goods. These delivery documents must be countersigned by the carrier. If the Buyer cannot produce such a document or if this document does not mention a claim, no action for damage or apparent defects of the goods can be taken into consideration. In any case, the carrier alone is responsible for damage caused during delivery.
No goods may be returned without the written consent of the Seller.
A return authorization must be requested in accordance with article 7.5. of these general conditions. All "CARRIAGE DUE" shipments will be refused.
For returns on credit, the Seller may apply a 10% discount to cover processing costs. The goods must be new and in perfect condition for resale. If necessary, a minimum discount of 50% of the price will be applied.
Returns are not possible for goods delivered to French overseas territories or to African countries, and only for deliveries made by a sea or air freight forwarder located in France.
The Seller undertakes to send the parts covered by the guarantee referred to in Article 7 of these general terms and conditions free of charge. If the aforementioned parts are unavailable or the product cannot be repaired, the Seller undertakes to grant a credit note for the product. Parts not covered by the warranty referred to in Article 7 shall be borne entirely by the Buyer.
The procedure for returning goods provided for in article 7.5. of these general terms and conditions must be duly complied with.
ARTICLE 9 – TERMINATION
In the event of insolvency, unpaid debts or any other cause such as death, incapacity, dissolution or bankruptcy of the Buyer - even under previous agreements between the Buyer and the Seller - the Seller shall be entitled to suspend performance of its obligations until the Buyer has paid all amounts due in full.
If no payment is made by the Buyer within 7 days of the due date of any invoice, the Seller shall consider the agreement to be terminated, ipso jure and without prior notice of default, without prejudice, however, to its right to demand interest and/or compensation.
ARTICLE 10 – FORCE MAJEURE
The event of force majeure implies the suspension of the obligations between the parties, without prejudice to the Seller's right to unilaterally terminate the agreement, without compensation, and this, after the pure and simple return of any advance payments made by the Buyer.
Force majeure includes - but is not limited to - unforeseen circumstances, such as strikes, fire, flooding, etc. In general, any circumstance making deliveries impossible or more difficult is considered force majeure.
Proof of force majeure can be provided by any legal means.
ARTICLE 11 – CANCELLATION
Cancellation of the order by the Buyer must be made at the latest 2 hours before the delivery.
The sale is considered to be completed upon confirmation of the order by the Seller.
Any late cancellation by the Buyer will result in the full payment of the order and will be considered as a charge payable by the Buyer for the cancellation of the order.
ARTICLE 12 – INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights associated with the goods supplied by the Seller (trademarks, copyrights, patents, designs, etc – the "Intellectual Property Rights") are owned and/or licensed by LOTRONIC PLC. The sale of goods by the Seller does not entail any transfer, license, right of use, etc. of the Intellectual Rights.
No modification, reproduction, or use of the Intellectual Rights (including the use of the Intellectual Rights for advertising or promotional purposes) is permitted without the prior written consent of the Seller. Any proposed coupon, promotion, or advertisement, etc., including by electronic means or via a website, must therefore be approved in advance in writing by the Seller.
The Seller reserves the right, upon written request, to demand the immediate cessation of any unauthorised use of the Intellectual Rights by the Buyer. The latter shall indemnify the Seller against any claim, damage, costs or expenses claimed by a third party and caused directly or indirectly by such unauthorised use of the Intellectual Rights.
The Buyer shall immediately notify the Seller of (i) any potential infringement by third parties of the Intellectual Rights and (ii) any action by a third party against the Buyer by which it is claimed that the Intellectual Rights infringe the intellectual rights of that third party. In both of these circumstances, the Buyer shall only act, defend or settle after prior consultation and with the consent of the Seller, who shall have the right (but not the obligation) to take control of the relevant dispute.
ARTICLE 13 – PROCESSING OF PERSONAL DATA
The Seller processes identity and contact data, as received by the Buyer, concerning the Buyer himself and his staff, employees and any other useful contact person.
The purposes of this processing are the execution of the agreement, the management of the Buyers and the keeping of the accounts. The legal grounds are the execution of the agreement and the respect of legal and regulatory obligations.
The controller of the processing is LOTRONIC PLC established in 1000 Brussels, Rue De La Presse 4 and registered with the Crossroads Bank for Enterprises under number 0887.125.178.
The personal data will be processed in accordance with the provisions of the General Data Protection Regulation and will only be passed on to Buyers, recipients and/or third parties insofar as this is necessary for the aforementioned purposes of processing.
The Buyer is responsible for the accuracy and maintenance of the personal data he provides to our company and undertakes to comply strictly with the provisions of the General Data Protection Regulation with regard to the persons whose personal data he has provided to our company, as well as with regard to all possible personal data he may receive from our company and its staff, employees and agents.
The Buyer confirms that it will only process such data within the framework of and with the legal basis of the execution of the agreement and the fulfilment of legal obligations.
In the event of possible breaches of personal data (such as "data breaches", etc.), the Buyer will inform our company immediately and, at the latest, within 48 hours of becoming aware of the nature of the breach as well as the probable consequences of the breach and the measures proposed or taken to mitigate the possible negative consequences.
The Buyer confirms that he/she is adequately informed about the processing of his/her personal data and about his/her rights of access, rectification, oblivion, and opposition.
If the Buyer continues to breach the regulations on the processing of personal data and the data protection notice applicable to it, the Seller shall have the right to take the necessary measures at the Buyer's expense or to terminate this agreement immediately and without compensation.
ARTICLE 14 - NULLITY OF A CLAUSE
If any provision of these general terms and conditions is invalid or declared void, the validity of the remaining provisions of the general terms and conditions shall not be affected. They will continue to apply.
The disputed provision shall be amended in good faith so as to restore or maintain the balance between the rights and obligations of the parties. The parties shall consult in order to replace this article with a valid article as close as possible to the original intention of the parties.
ARTICLE 15 – APPLICABLE LAW AND COMPETENT COURT
These general conditions are exclusively subject to Belgian law.
All disputes concerning the existence, execution and/or interpretation of these general terms and conditions as well as all agreements concluded between the Buyer and the Seller shall fall within the exclusive jurisdiction of the French-speaking Courts of the judicial district of Brussels.