Home General sale Conditions of TEONIA SA General sale Conditions of TEONIA SA 1. Preamble The limited company TEONIA SA, the registered office of which is established at 503 Avenue Louise, 1050 Brussels (Belgium), entered in the Companies Database under number BE0533.711.618 (Brussels Companies Register) (hereinafter referred to as “TEONIA”) develops and markets professional cosmetic and anti-aging care and treatments, as well as appliances for carrying out such cosmetic treatments under the registered trademark CELESTETIC (hereinafter referred to as the “Products”). The present provisions establish the General Sale Conditions (hereinafter referred to as the “GSC”) for Products developed and/or marketed by TEONIA to exclusively professional clients. A professional client shall be any natural person or legal entity pursuing an economic goal on a long-term basis within the meaning of Article I (I) 1° of the Code of Economic Law, who or which acts for purposes falling within the scope of their commercial, industrial, craft or liberal activity (hereinafter referred to as the “Client(s)”). For the purposes hereof, it is agreed that TEONIA and the Client(s) shall be collectively referred to as the “Parties” and individually referred to as the “Party”. 2. Scope of application – Object 2.1 The object of the present GSC is to define the rights and obligations of the Parties resulting from the sale of the Products. By the mere fact of asking for an offer or placing any order with TEONIA, the Client shall automatically accept the application of the present GSC to such offer or order, and permanently waive reliance on their own general or special conditions of purchase. 2.2 Catalogues, brochures, manuals, price lists, diagrams, drawings and photographs provided to the Client by TEONIA outside the offers duly made by it or order confirmations issued by it, shall not be contractually binding, unless otherwise expressly stipulated. 2.3 Orders recorded by agents, employees or representatives of TEONIA, as well as the information provided or commitments made by them, shall only bind TEONIA if they are confirmed in writing by TEONIA. 3. Prices 3.1 The Products shall be invoiced on the basis of the price list in force on the date the order is placed. The unit prices of the Products shall be indicated in euros and shall be exclusive of taxes and shipping costs. TEONIA reserves the right to amend the prices of the Products at any time by notifying the Client of the new prices via the commercial website. The prices thus amended shall be applicable to orders placed after that date. 3.2 The price indicated on the invoice shall be the final price expressed inclusive of all taxes and including VAT. This price shall include the price of the Products, the handling, packaging and storage costs of the Products, and the transport costs. 4. Payment 4.1 Invoices from TEONIA shall be payable in euros, without discount, at the offices of TEONIA, no later than on the date of invoice, unless otherwise agreed in writing. TEONIA reserves the right to amend these terms of payment (payment on account, payment before delivery, payment before manufacturing, and so on) for new Clients or for large orders. All bank charges relating to payments shall be charged to the Client. 4.2 Any claim relating to the invoice must be notified in writing to TEONIA no later than eight (8) days of its receipt, otherwise it shall not be taken into account and the invoice shall be considered to have been accepted. 4.3 Any invoice unpaid on the due date shall automatically and without formal notice lead to the application of interest for late payment calculated in accordance with Article 5 of the Law of 2 August 2002 concerning the fight against late payments in commercial transactions. In addition, the amount due in principal shall be increased by a lump-sum indemnity of a total amount of fifteen (15%) with a minimum amount of EUR 75. All invoices not yet due shall also become payable immediately. 4.4 Any default or delay in payment on the part of the Client shall authorise TEONIA to suspend all orders pending in its regard and this until full settlement of amounts owed by them, in principal, lump-sum surcharges and arrears interest. 5. Delivery 5.1 Orders shall be prepared by TEONIA and shipped by a carrier to the delivery address specified by the Client when ordering. 5.2 TEONIA shall do its utmost to ensure delivery to the Client of the Products ordered within seven (7) business days from the confirmation of the order or, failing that, within a reasonable period of time. The delivery times stated shall be purely indicative so that a delay in delivery cannot give rise either to termination of the order or payment of compensation for any reason whatsoever, unless the Client demonstrates that the delay is the result of a serious failure on the part of TEONIA. If the delay in delivery exceeds five (5) months from the indicative delivery date stated in the order, the Client shall be entitled to cancel the sale without charge or compensation and without requiring a serious failure on the part of TEONIA. 5.3 If the Client receives a delivery notice stating that the delivery could not be made, it shall be incumbent on the Client to contact the delivery company to request a new delivery. If it fails to do so, or if it is unable to receive the Products upon re-delivery, TEONIA shall be entitled to charge a reasonable additional administration fee or storage charge. In any event, TEONIA shall not be liable for loss or damage resulting from late delivery. 5.4. For training courses, any cancellation by the participant will result in TEONIA withholding 50% of the training fee already paid as a deposit to cover administrative costs. Cancellations within 7 days of the event will result in TEONIA withholding the full amount already paid for the course. In the event of cancellation by TEONIA, in particular if the minimum number of participants (3) is not reached, the course will be postponed to one of the next dates in the training calendar. 6. Transfer of risks and guarantee 6.1 Subject to any provisions to the contrary to be expressly agreed, the Products which are the subject of an order shall be transported at the expense, risk and peril of the Client. The risks shall be transferred to the Client as soon as the Products are handed over to the carrier for delivery. 6.2 Products, equipment and appliances shall be delivered with documentation (instruction manual or notice, user manual, protocol or, more generally, any documentation the delivery of which shall be legally required depending on the type of Product). In the absence of any claim in this respect within three (3) calendar days from the date of delivery, the entire documentation shall be deemed to have been provided and no claim against TEONIA shall be admitted in this respect. 6.3 Any complaint concerning an apparent defect or lack of compliance affecting the Products delivered must be notified in writing to TEONIA within three (3) calendar days from the date of delivery. Such notice shall not suspend the requirement that the Client pay any amounts due. 6.4 Acceptance of the Products by the Client or their agents shall cover any apparent defect which could reasonably be observed at the time of delivery. Any complaint in relation to a latent defect in the Products delivered shall be notified to TEONIA in writing within a maximum period of eight (8) calendar days from the discovery of such defects by the Client or from the time they could reasonably have discovered them. The notification of defects or faults must contain a precise description of the defects or faults substantiated, where appropriate, by elements illustrating the problems encountered. The Client undertakes to provide TEONIA with any information which the latter might consider useful for the assessment of defects or faults reported and the determination of possible actions to remedy them. In the absence of such information, TEONIA reserves the right to contest the implementation of the contractual guarantee. Any legal action relating to latent defects affecting the Products delivered must be brought within a maximum period of three (3) months from the discovery of defects by the Client, or from the time they could reasonably have discovered them, or, if discussions have been initiated with a view to settling the dispute amicably, from the day of failure of such discussions. The term of the guarantee covering the Products, for any reason whatsoever, may in no case exceed one year from the date of delivery. 6.5 No Product may be returned to TEONIA without the latter’s prior written consent. The guarantee offered by TEONIA shall be strictly limited to the replacement of Products acknowledged to be defective or non-compliant. Regarding appliances, the guarantee shall be limited to their repair and/or to the replacement of defective parts, without charge to the Client, excluding all loss or damage, whether indirect, commercial, financial, moral, aesthetic or other. The guarantee shall only be valid if the Products have been used and stored under normal conditions and in accordance with the instructions accompanying the Products. With regard to appliances, the guarantee shall only be valid if they are used in accordance with the instructions contained in the user manuals and protocols. In any event, the guarantee shall be excluded in the event of negligence, handling errors or unauthorised mixing with elements and/or products of any other origin or modification by the Client. The appliance considered defective by the Client shall be subject to an examination by TEONIA. This may be performed at the location of the appliance or at TEONIA's facilities, at the latter's discretion. The costs of transporting the appliance for verification shall be advanced by the Client and shall be reimbursed if the existence of the defects reported is found following the verification by TEONIA. The presence of the Client during this verification is recommended. The Client may not raise the issue of the verification not being carried out in the presence of both sides if they choose not to attend the tests and checks performed by TEONIA on the appliance. With regard to appliances the guarantee shall cover parts and labour but not any travel expenses which shall be charged € 75.00 per hour. As for appliances, the guarantee shall not be applicable in the case of resale to a third party, unless expressly agreed by TEONIA. 7. Transfer of ownership 7.1 Products delivered to the Client shall remain the exclusive property of TEONIA until full payment of the price of the order, including arrears interest and any compensation. 7.2 In the case of non-payment of the price on the due date, TEONIA reserves the right to take back the Products at the cost of the Client. Until full payment for its Products, the Client agrees to notify TEONIA of any seizure made by a third party on the Products sold the price of which has not been paid in full. 7.3 Notwithstanding this retention of ownership clause, the Client shall bear the risks of loss, damage or destruction relating to the Products delivered as soon as they are handed over to the carrier. 8. Liability 8.1 The Client must ensure that the Products are used in accordance with the legislation applicable to them. They must also ensure that the persons using the Products on their behalf and/or under their name have the required competence and training for such purpose. In any event, TEONIA cannot be held liable for a lack of training of such persons. 8.2 Subject to mandatory legal provisions or public policy, the liability of TEONIA regarding the sale of Products shall be limited to its gross negligence or fraud. 9. Processing the Client’s personal data The processing by TEONIA of personal data received from the Client shall be for the purpose of execution of the present GSC, processing and execution of orders, client administration, promotion of TEONIA Products, personalised information campaigns and direct marketing, including by way of email. At any time, the Client shall have a right of access, control and rectification free of charge of any personal data concerning them in accordance with the Law of 8 December 1992 on the protection of privacy with regard to the processing of personal data. 10. Force majeure 10.1 In the case of an unforeseeable event or one of force majeure and until the disappearance thereof, TEONIA may suspend the fulfilment of its obligations, without the Client being for that reason able to claim compensation, to cancel the order or to entrust the execution to a third party. However, the order shall be cancelled if it appears that due to such unforeseeable event or one of force majeure, its execution has become impossible or delayed for more than five (5) months. 10.2 By express agreement between the Parties, any event which is (i) irresistible and unforeseeable or the prediction of which has not allowed TEONIA to prevent the effects, and (ii) when it has taken all measures normally required of a diligent professional to avoid its occurrence shall be considered an unforeseeable event or one of force majeure. The following events in particular shall be considered as an unforeseeable event or one of force majeure, without this list being exhaustive: act of state, war (whether declared or not), terrorism, invasion, rebellion, blockade, sabotage, vandalism, total or partial strike, labour dispute inside or outside TEONIA, civil unrest, bad weather, natural disaster, fire, epidemic, blockage of means of transport or energy supply, failure in the supply of electricity, heating, air conditioning, telecommunications networks, data transport or disruption of supply to suppliers of TEONIA. 10.3 Following an event including the assumption of an unforeseeable event or one of force majeure, TEONIA shall immediately inform the Client and seek a solution in consultation with the Client. 11. General matters 11.1 The invalidity or inapplicability of one of the clauses of the present GSC cannot affect the validity or applicability of the other clauses. As the case may be, the Parties undertake to replace the invalid or inapplicable clause by a valid clause which is closest in economic terms to the invalid or inapplicable clause. 11.2 The fact that TEONIA does not avail itself of the present GSC at any given time cannot be interpreted as a waiver of the right to avail itself of them later. 11.3 Any communication or notification between the Parties shall be validly served by registered letter, faxed mail or e-mail with acknowledgment of receipt, to the address of their respective offices. 12. Judicial competence – Applicable law 12.1 The present GSC shall be governed by Belgian law, excluding the Uniform Laws of 1 July 1964 on the International Sale of Goods and the Vienna Convention of 11 April 1980 on Contracts for the International Sale of Goods, even in the event of a guarantee claim. 12.2 Any dispute relating to the establishment, execution or interpretation of these General Sale Conditions, as well as to all agreements to which they might apply and which cannot be resolved amicably, shall be subject to the exclusive jurisdiction of the French-Speaking Courts of the Judicial District of Brussels.