- Preamble
SA TEONIA, whose registered office is located at Avenue Louise 503, 1050 Brussels (Belgium), registered with the Banque Carrefour des Entreprises under number BE0533.711.618 (Brussels RPM) (hereinafter "TEONIA") develops and markets professional aesthetic and anti-aging treatments and care products, as well as devices for the implementation of these aesthetic treatments, under the registered trademark CELESTETIC (hereinafter the "Products").
These provisions set forth the general terms and conditions of sale (hereinafter "GTCS") for the Products developed and/or marketed by TEONIA exclusively to professional customers. A professional customer is any individual or legal entity pursuing an economic purpose on a long-term basis within the meaning of Article I. I, 1° of the Code of Economic Law and which acts for purposes relating to its commercial, industrial, artisanal or liberal activity (hereinafter referred to as the "Customer(s)").
For the purposes hereof, it is agreed that TEONIA and the Customer(s) shall be collectively referred to as the "Parties" and individually referred to as the "Party".
- Scope - Purpose
2.1. The purpose of these GCS is to define the rights and obligations of the Parties resulting from the sale of Products.
By the mere fact of requesting a quotation or placing an order with TEONIA, the Customer automatically accepts the application of these GTC to said quotation or order and definitively waives the right to invoke its own general or special terms and conditions of purchase.
2.2. Catalogs, prospectuses, manuals, price lists, diagrams, drawings and photographs supplied to the Customer by TEONIA other than offers duly made by TEONIA or order confirmations issued by TEONIA shall not be binding unless expressly stated otherwise.
2.3. Orders placed by TEONIA's agents, servants or representatives, if any, and any information provided or commitments made by them, shall not be binding on TEONIA unless confirmed in writing by TEONIA.
- Prices
3..1. Products will be invoiced on the basis of the price list in force on the date the order is placed. The unit prices of Products are indicated in euros and are exclusive of tax and shipping costs.
TEONIA reserves the right to change the prices of the Products at any time by notifying the Customer of the new prices via the website. The new prices will apply to orders placed after that date.
3.2. The price indicated on the invoice is the definitive price expressed inclusive of all taxes and including VAT. This price includes the price of the Products, the costs of handling, packaging and preservation of the Products, and transport costs.
- Payment
4.1. TEONIA's invoices are payable in euros, without discount, at TEONIA's registered office, in cash on the invoice date, unless otherwise agreed in writing. TEONIA reserves the right to modify these terms of payment (payment on account, payment before delivery, payment before manufacture, etc.) for new Customers or for large orders. All bank charges relating to payment shall be borne by the customer.
4.2 Any complaints relating to the invoice must be notified to TEONIA in writing within eight (8) days of receipt at the latest, failing which they will be disregarded and the invoice will be deemed to have been accepted.
4.3. Any invoice unpaid on the due date shall automatically and without notice be subject to interest on arrears calculated in accordance with Article 5 of the Act of August 2, 2002 on combating late payment in commercial transactions. In addition, the principal amount due will be increased by a flat-rate penalty of fifteen percent (15%), with a minimum amount of EUR 75. Any invoice not yet due will also become immediately payable.
4.4. Any default or delay in payment on the part of the Customer shall entitle TEONIA to suspend all outstanding orders until all amounts owed by the Customer in principal, surcharges and interest on arrears have been paid in full.
- Delivery
5.1. Orders are prepared by TEONIA and shipped by a carrier to the delivery address indicated by the Customer at the time of ordering.
5.2. TEONIA will do its utmost to ensure that the Customer receives the Products ordered within seven (7) working days of order confirmation or, failing that, within a reasonable period of time. The delivery times announced are purely indicative, so that a delay in delivery shall not give rise to either cancellation of the order or payment of compensation on any grounds whatsoever, unless the Customer demonstrates that the delay is the consequence of a serious breach on the part of TEONIA.
If the delay in delivery exceeds five (5) months from the indicative delivery date stated in the order, the Customer shall be entitled to cancel the sale without incurring any costs or compensation and without any requirement that TEONIA is in material breach of contract.
5.3. If the Customer receives a delivery notice stating that delivery could not be made, it shall be the Customer's responsibility to contact the delivery company to request a new delivery. If the Customer fails to do so, or if the Customer is unable to receive the Products upon redelivery, TEONIA shall be entitled to charge an additional administrative fee or a reasonable storage fee. In any event, TEONIA accepts no liability for damages resulting from late delivery.
5.4. In the event of cancellation by TEONIA, in particular if the minimum number of participants (3) is not reached, the training will be rescheduled to one of the next dates scheduled in the training calendar.
- Transfer of risk and warranty
6.1. Subject to expressly agreed provisions to the contrary, Products ordered are transported at the Customer's expense, risk and peril. The risks are transferred to the Customer as soon as the Products are handed over to the carrier for delivery.
6.2. Products, equipment and appliances are delivered with documentation (instructions for use, or manuals, or user manuals, or protocols, and, more generally, any documentation whose delivery is legally required depending on the type of Product). In the absence of any complaint in this respect within 3 calendar days from the date of delivery, all documentation shall be deemed to have been provided and no further claims against TEONIA in this respect shall be entertained.
6.3. TEONIA must be notified in writing within three (3) calendar days from the date of delivery of any apparent defect or lack of conformity in the Products delivered.
Such notification shall not suspend payment of any amounts due by the Customer.
6.4. Acceptance of the Products by the Customer or its agents shall cover any apparent defects that could reasonably be ascertained at the time of delivery.
TEONIA must be notified in writing of any hidden defects in the Products delivered within a maximum of eight (8) calendar days from the date of discovery of such defects by the Customer or from the date on which they could reasonably have been discovered by the Customer.
Notification of defects must contain a precise description of the defect, supported, where appropriate, by evidence of the problems encountered. The Customer undertakes to provide TEONIA with any information that TEONIA deems useful for assessing the defects and determining any remedial action. In the absence of such information, TEONIA reserves the right to contest the implementation of the contractual warranty.
Any legal action relating to latent defects affecting the Products delivered must be brought within a maximum period of three (3) months from the Customer's discovery of the defects, or from the time at which the Customer could reasonably have discovered them, or, if discussions have been initiated with a view to settling the dispute amicably, from the date of the failure of such discussions.
The duration of the warranty on Products, for whatever reason, shall in no case exceed one year from the date of delivery.
6.5. No Product may be returned to TEONIA without TEONIA's prior written consent.
TEONIA's warranty is strictly limited to the replacement of Products found to be defective or non-compliant. In the case of appliances, the warranty is limited to the repair and/or replacement of defective parts, at no cost to the Customer, to the exclusion of all damages, in particular for indirect, commercial, financial, moral, aesthetic or other losses.
The warranty is valid only if the Products have been used and stored under normal conditions and in compliance with the instructions accompanying the Products.
In the case of devices, the warranty is only valid if they are used in accordance with the instructions contained in the user manuals and protocols. In any case, the warranty is excluded in the event of negligence, handling error or unauthorized mixing with elements and/or products of any other origin or modification by the Customer.
TEONIA will examine any device considered defective by the customer. This may be carried out at the location of the device or at TEONIA's premises, at TEONIA's discretion.
The cost of shipping the device for inspection shall be advanced by the Customer and shall be reimbursed if the inspection by TEONIA proves the existence of the defects complained of. The Customer's presence at the inspection is recommended. The Customer shall not be entitled to invoke the non-adversarial nature of the verification carried out if it chooses not to attend the tests and verifications carried out by TEONIA on the device.
The warranty covers parts and labor, but does not cover any travel expenses, which will be billed at € 75 ,-/hour.
The warranty does not apply in the event of resale to a third party unless expressly agreed by TEONIA.
- Transfer of ownership
7.1. The Products delivered to the Customer remain the exclusive property of TEONIA until full payment of the order price, including interest on arrears and any compensation.
7.2. In the event of non-payment of the price on the due date, TEONIA reserves the right to take back the Products at the Customer's expense. Until the Products have been paid for in full, the Customer undertakes to notify TEONIA of any seizure by a third party of products sold for which the price has not been paid in full.
7.3. Notwithstanding this retention of title clause, the Customer shall bear the risk of loss, damage or destruction of the Products delivered as soon as they are handed over to the carrier.
- Liability
8.1. The Customer shall ensure that the Products are used in accordance with the applicable legislation. It must also ensure that persons using the Products on its behalf and/or under its name have the competence and training required for this purpose. In no event shall TEONIA be liable for any lack of training of such persons.
8.2. Subject to mandatory statutory provisions or public policy, TEONIA's liability in respect of the sale of the Products is limited to its gross negligence or wilful misconduct.
- Processing of customer's personal data
The purpose of TEONIA's processing of personal data received from the Customer is the execution of these GTC, the processing and fulfillment of orders, customer administration, the promotion of TEONIA's Products, personalized information campaigns and direct marketing, including via e-mail. Customers have the right to access, check and correct their personal data free of charge at any time, in accordance with the law of December 8, 1992 on the protection of privacy with regard to the processing of personal data.
- Force majeure
10.1 In the event of an act of God or force majeure, TEONIA may suspend performance of its obligations until such event or force majeure has ceased, without the Customer being entitled to claim compensation, cancel the order or entrust its performance to a third party. The order will be cancelled, however, if it appears that, as a result of force majeure or unforeseeable circumstances, its execution has become impossible or has been delayed by more than five (5) months.
10.2. By express agreement between the Parties, the term "fortuitous event" or "force majeure" shall mean any event that is irresistible (i) and unforeseeable or whose effects TEONIA was unable to prevent by foreseeing it, and (ii) where TEONIA took all measures normally required of a diligent professional to avoid its occurrence. In particular, the following events shall be considered as fortuitous events or force majeure, without this list being limitative: fait du prince, war (declared or not), terrorism, invasion, rebellion, blockade, sabotage, vandalism, total or partial strike, labor dispute internal or external to TEONIA, civil unrest, inclement weather, natural disaster, fire, epidemic, blockage of means of transport or supply, in particular of energy, failure in the supply of electrical energy, heating, air conditioning, telecommunications networks, data transport, disruption of supplies to TEONIA's suppliers.
10.3 TEONIA shall immediately inform the Customer of any event that may constitute an act of God or force majeure and shall seek a solution in consultation with the Customer.
- General
11.1. The nullity or inapplicability of one of the clauses of these GCS shall not affect the validity or applicability of the other clauses. Where applicable, the Parties undertake to replace the invalid or inapplicable clause by a valid clause which is the closest in economic terms to the invalid or inapplicable clause.
11.2. TEONIA's failure to invoke these GTS at any given time shall not be construed as a waiver of its right to do so at a later date.
11.3 Any communication or notification between the Parties shall be validly made by registered letter, fax, e-mail with acknowledgement of receipt, to the address of their respective registered offices.
- Jurisdiction - Applicable law
12.1. These GTC are governed by Belgian law, to the exclusion of the Uniform Acts of July 1, 1964 on the International Sale of Goods and the Vienna Convention of April 11, 1980 on Contracts for the International Sale of Goods, even in the event of a warranty claim.
12.2. Any dispute arising out of or in connection with the formation, performance or interpretation of these terms and conditions of sale, or any agreement to which they apply, and which cannot be settled amicably, shall be submitted to the exclusive jurisdiction of the French-speaking courts of the judicial district of Brussels.