General condition

1. Préambule

1.1. These conditions of sale are concluded, on the one hand, by the company ETILUX S.A. whose registered office is located at Impasse de l’Espérance n°42 in 4000 Liège (Belgium), registered with the Crossroads Bank for Enterprises under the 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 entity wishing to make a purchase via the seller’s website or via its agents, hereinafter referred to as “the buyer”.

1.2. These general terms and conditions are applicable, subject to any changes that both parties may make to them, by express agreement in writing.

1.3. These General Terms and Conditions shall apply to all agreements concluded between ETILUX and Buyers via our online sales site or via our agents.

1.4. Our general terms and conditions may only be modified by express written agreement between the parties. They shall be deemed to be accepted by the Buyer by the mere fact of placing the order, even if they contradict the Buyer’s own general or special terms and conditions.

1.5. Our general terms and conditions are translated into Dutch, English, German, Spanish and Italian. In the event of discrepancies or difficulties of interpretation, the original French text shall serve as a reference and shall prevail.

2. Formation of the contract

2.1. The contract is deemed to be concluded when, after receipt of a written or verbal order, the Seller has dispatched a written acceptance, possibly within the period set by the Buyer.

2.2. The order placed on our online sales site is recorded when the buyer clicks on the “validate my order” button. As from this registration, the buyer is considered to have accepted, knowingly and without reservation, the prices, volumes and quantities offered for sale as well as the entirety of these general terms and conditions of sale. The buyer receives by email an acknowledgement of receipt of his order. The order is only deemed to have been accepted, and the contract concluded, when the customer receives an email from us accepting his order.

2.3. A modification to the seller’s proposals is only acquired if it is confirmed in writing.

3. Plans and descriptive documents

3.1. Weights, dimensions, capacities and other data in catalogues, brochures, circulars, advertisements, engravings, price lists or on our online shop are approximate indications. These data are only binding if the contract expressly refers to them.

3.2. Photographs illustrating the products are not part of the contract.

3.3. We accept no liability for the validity of the contents of data sheets and product descriptions of products not manufactured by us.

3.4. The offers of our products are proposed within the limit of available stocks. The availabilities displayed on our online sales site are for information only and are not contractual.

3.5 The drawings and technical documents allowing the total or partial manufacture of the equipment, or the total or partial realisation of an installation project, which are given to the buyer by ETILUX before or after the conclusion of the contract remain the exclusive property of the seller. They may not, without the Vendor’s permission, be used by the Buyer, copied, reproduced, transmitted or communicated to third parties.

3.6. The plans and technical documents allowing the total or partial manufacture of the equipment, or the total or partial realisation of an installation project, which are given to ETILUX by the Buyer before or after the conclusion of the contract shall remain the exclusive property of the Buyer. They may not, without the Buyer’s permission, be used by ETILUX, copied, reproduced, transmitted or communicated to third parties.

4. Prices

4.1. Our goods are sold at the price in force at the time of delivery. Our prices are non-binding and do not set a precedent for additional orders or order balances.

4.2. Prices are subject to change without notice.

4.3. All our prices are exclusive of taxes, from our operating headquarters, plus shipping costs.

4.4. All current and future taxes as well as all levies and additional costs, of whatever nature, related to the sale shall be borne by the buyer.

4.5. Unless otherwise agreed, our prices shall be understood as goods packed in normal protective packaging.

4.6. Unless otherwise agreed, our prices as indicated in catalogues, brochures, circulars, advertisements, engravings, price lists or on our online sales site are understood to be free of charge on the condition that the order order is at least the minimum amount defined in the price quotation excluding VAT. In all other cases, our prices are “ex works” and the costs of postage and packaging are to be borne by the purchaser.

4.7. The prices shown may be individualised according to special conditions agreed in writing with the purchaser in view of his profile.

5. Risk transfer

5.1. The goods travel at the risk and peril of the buyer.

5.2. International deliveries are governed by one of the INCOTERMS, agreed between the parties, as set out in their latest version (INCOTERMS 2010), published by the International Chamber of Commerce. In the absence of agreement on an INCOTERM, delivery shall be deemed to be made in accordance with INCOTERM EXW, i.e. “ex works” or “ex warehouse”. The risk in the goods shall pass to Buyer upon delivery or, where the goods are made available to Buyer, at the time and place of such availability in accordance with the applicable INCOTERM.

5.3. Within the limits of Belgian territory, our products are delivered at the moment they are made available to the buyer at our premises or, in the event of shipment, at the moment they leave our premises. The risks are transferred to the buyer at that moment.

5.4. Assembly is never part of the contract. However, ETILUX may, at the Buyer’s request, and under special conditions, agree to place specialist technicians or fitters at the Buyer’s disposal. In this case, the services of these technicians or fitters shall be carried out under the supervision and at the expense, risk and expense of the Buyer, who shall also assume the responsibility and cost of the corresponding insurance.

5.5.    The buyer shall provide, at his own expense, the aids, equipment and all products necessary for the assembly.

5.6. The customer shall be responsible for the final product and ETILUX shall not be held liable for any damages resulting from the use of this product. The dispensation even tacit exemption of the customer from the right to draw is worth the right to draw.

6. Retention of title

6.1. Without prejudice to the provisions of Article 5, the goods shall remain the property of ETILUX until full payment of the principal sum and all accessories has been made.

6.2. The Buyer undertakes not to sell or transfer the goods to third parties as long as the goods remain the property of the Seller.

6.3 In the event of non-compliance with this prohibition, the Buyer shall be liable to pay a lump-sum indemnity of 50% of the sale price in addition to the sale price and any late payment interest.

7. Delivery times

7.1. Unless otherwise agreed, delivery periods shall run from the later of the following two dates:

(a) The date of formation of the contract, as defined in Article 2

(b) The date of receipt by the seller of the advance payment, if the contract provides for one before the start of manufacture.

7.2. Unless otherwise stipulated in the contract, delivery times are only given as an indication and any delay cannot give rise to the cancellation of the order or to any compensation whatsoever. Where an order provides for deliveries staggered over time, ETILUX shall be free to choose the rate of manufacture. ETILUX shall be free to manufacture the entire order at one time, and any request for alterations after manufacture shall be at the Buyer’s expense.

7.3. In the event of urgent delivery, any additional costs shall be borne by the Buyer, unless otherwise agreed with ETILUX.

7.4. ETILUX reserves the right to supply, plus or minus 10% of the ordered quantity for orders up to 10,000 labels, and plus or minus 5% of the ordered quantity for orders over 10,000 labels.

7.5. If Buyer does not take delivery of the goods at the time they are made available by ETILUX, Buyer shall nevertheless be obliged not to delay the due date normally provided for payments in connection with the delivery. The Seller shall store the goods at the Buyer’s expense and risk.

8. Payment

8.1. Unless explicitly stated on the invoice, all invoices are payable in cash, net and without discount, at our registered office.

8.2.  Payments shall be made in EURO or in the currency stipulated in the contract.

8.3 Unless otherwise agreed, invoices are payable within 30 days from the day following the invoice date:

1° the receipt by the buyer of the invoice or an equivalent request for payment, or

2° the receipt of the goods or services, if the date of receipt of the invoice or equivalent request for payment is uncertain or if the buyer receives the invoice or equivalent request for payment before the goods or services are delivered

3° acceptance or verification to certify the conformity of the goods or services with the contract, if the law or the contract provides for a procedure of acceptance or verification, and if the buyer receives the invoice or the equivalent request for payment earlier or on the date of acceptance or verification.

8.4 In the event of non-payment of all or part of an invoice within the agreed payment term or, failing that, within the statutory payment term, the outstanding amount shall be increased, ipso jure and without notice of default, by late payment interest calculated at the rate provided for in Article 5 of the Law of 2 August 2002 on combating late payment in commercial transactions, increased by a further 2%, any month commenced being due.

The key rate is the interest rate applied by the European Central Bank to its main refinancing operation as defined by the Law of 2 August 2002.

8.5. In addition, any invoice that remains unpaid four months after the agreed payment deadline or, failing that, within the legal payment deadline, will be increased, as of right and without formal notice, by a fixed and irreducible compensation 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 fixed compensation will be reduced to € 11.90).

8.6. If the Buyer does not pay within the agreed payment period or, failing that, within the statutory payment period, the Seller is, moreover, without prejudice to its right to reimbursement of legal costs in accordance with the provisions of the Judicial Code, entitled to claim reasonable compensation from the Buyer for all relevant collection costs incurred as a result of the late payment.

8.7. The stipulation of payment of interest does not affect the due date of the payment terms at the time of their due date.

8.8 Instalments paid may be retained as damages.

8.9. Without prejudice to our right to damages, we have the option either to suspend the execution of the contract or to terminate the contract by operation of law after sending a registered letter which has remained without effect for 15 calendar days or in the event of serious breach by the buyer of any contractual obligation, in particular :

  • in the event of non-payment of an invoice by the buyer within the agreed or legal deadline.
  • in case of evidence or serious suspicion of fraud by the buyer;
  • in the event that the purchaser refuses to provide the information requested or has provided incorrect and/or false information
  • if the buyer is bankrupt or in default of payment, or if his credit is in jeopardy.

9. Financial guarantees

9.1. If, after the conclusion of the contract and until full payment of the price, it appears that the credit of the buyer is called into question or if the credit deteriorates, and in particular in the following cases: request for extension of the protest deadline, seizure of all or part of the buyer’s assets at the initiative of a creditor, late payment of contributions due to the NSSO, etc., the buyer shall be liable for the payment of the contributions due to the NSSO.The seller reserves the right, even after partial dispatch of a contract, to require the buyer to provide the guarantees it deems appropriate for the proper performance of the commitments undertaken. Refusal to meet these guarantees gives the seller the right to cancel all or part of the contract, and this without the need for a formal notice of default.

10. Resolutive clause

10.1. In the event of non-payment of the invoice on the due date or in the event of the application of article 9, the agreement shall be terminated by operation of law and by the mere fact of the seller notifying the buyer of his intention by registered letter, without prior formal notice. The seller has the right to take back the delivered goods without the intervention of the courts. In addition and by way of damages, an amount equal to 15% of the price with a minimum of € 125.00 EURO shall be due.

11. Major Force

11.1. Neither party shall be liable for non-performance of any of its contractual obligations if it proves that such non-performance is due to an event beyond its control which it could not reasonably be expected to have taken into account at the time of the conclusion of the contract or to have prevented or overcome the consequences thereof, even if that event does not make it entirely impossible but only substantially more difficult or more onerous, the performance of its contractual obligations, in particular in the event of a labour dispute and any other circumstances such as strike, mobilisation, fire, natural disaster, war, insurrection, embargo, destruction of equipment or installations, general lack of supplies or means of transport, prohibition of the transfer of currency, restrictions on the use of energy, requisition, etc.

11.2. The party invoking the circumstances referred to above must promptly notify the other party in writing of their intervention as well as of their termination.

11.3 A ground for exemption from liability under this Article shall exempt the party which has failed to perform its obligations from the payment of any damages, compensation or other contractual sanction. In addition, it suspends the time limit for performance for a reasonable period of time.

11.4. If the reason for exemption extends beyond a reasonable period and, in any event, for a period longer than 3 months, either party shall have the right to terminate the sale, by right, by sending 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, which is well known to the buyer or about which the buyer is deemed to have fully informed himself before concluding the contract, and, where applicable, to the extended warranty programme concluded by special agreement.

12.2. The warranty is limited in all cases to the repair or the pure and simple exchange of the defective products – the choice between repair and exchange being at our sole discretion -, to the express exclusion of any compensation generally whatsoever towards the purchaser or third parties.

12.3 ETILUX shall become the owner of the replaced parts. These parts must be returned at the buyer’s expense in accordance with article 16 stipulating on returns.

12.4. We do not guarantee the suitability of any hardware or software to solve a particular problem or problem specific to the buyer’s business.

12.5. The granting of the guarantee supposes that the delivered products are used in good faith, according to the conditions of the offer or in the normal conditions of use mentioned in the catalogues, technical data sheets, instructions and manuals available to the buyer.

12.6. Any damage resulting directly or indirectly from storage conditions not adapted to the product sold is excluded from the guarantee. The buyer is deemed to be aware of the storage conditions suitable for the product sold. If this is not the case, they can be communicated on request by our technical services.

12.7. Any warranty claim must be notified to us within 2 working days of the discovery of the fact justifying this warranty claim, on pain of forfeiture. At the same time, the customer must provide us with all necessary documents and information and must respond to any request for additional information.

12.8. The Seller shall not assume any warranty obligations other than those set out in 12.2. The Seller shall not be obliged to pay damages for damage to goods used for business purposes or for losses related to the business activities of the Buyer or persons for whom he is responsible under Article 1384 CC.

12.9. Furthermore, the seller shall not be liable for damages on account of extra-contractual liability.

12.10.With respect to personal injury and damage to privately used goods, the Seller shall not be liable to pay damages when :

  • it is not proved that the defect existed at the time the product was put into circulation;
  • the seller, having regard to the state of science and technology, was not in a position to know of the existence of the defect;
  • the defect is due to the design of the thing into which the sold product was incorporated or where the defect is due to the buyer’s instructions;
  • the damage is the result of fault on the part of the buyer, the injured party or someone for whom the injured party or the buyer is responsible (e.g. faulty handling, faulty operation, transformations carried out by the buyer or third parties, etc.);
  • the defect results from the conformity of the product with mandatory regulations issued by public authorities;
  • the damage is due to a lack of maintenance or maintenance that is contrary to the maintenance manual or the maintenance instructions issued by the seller or the manufacturer;
  • the damage is the result of intervention by a third party not approved by the seller or manufacturer.

13. Non-compliance and claims

13.1.The buyer shall examine or have examined the goods or products at the time of delivery.

13.2 Any complaint concerning defective goods must be made in writing, with proof of dispatch, by the buyer within seven days of delivery of such goods.

13.3. Complaints relating to hidden defects must be made by registered letter, at the latest within seven working days from the moment when the buyer has discovered the defect or should have discovered it. After this period, any complaints are no longer admissible.

13.4. Complaints for differences in quantity or non-conformity with the agreed specifications (in particular in terms of the quality or characteristics of the products) must be notified on the dispatch note at the time of delivery and confirmed by registered letter within seven working days of delivery if the defect is not apparent, otherwise they shall not be admissible.

13.5. In order to be admissible, any complaint must be accompanied by a sample of the product concerned, allowing an analysis by our quality department, as well as a precise description of the conditions of use of the said product by registered mail within the time limits set out in point 13.2.

13.6. If the buyer has denounced the lack of conformity in accordance with the methods provided for in articles 13.2 to 13.5, he must then scrupulously respect the procedure for returning products described on the page: return of goods and in article 16 of the present conditions of sale. Failing this, he will be deprived of the right to invoke the lack of conformity.

13.7. The company will not respond to claims made on the grounds of latent defects that it could not have known about at the time the sale was concluded.

13.8. Our liability for defects excludes compensation for any damage resulting from the defect, including loss of production, loss of profit and any other indirect damage.

13.9. A complaint does not suspend the obligation to pay on the agreed terms.

14. Responsibility

14.1 Under no circumstances can we be held contractually or extra-contractually liable for damages to persons or property other than the products delivered.

14.2. Failure to comply with the recommendations of the producer or the ETILUX company with regard to the use or application of the product sold automatically removes the responsibility of the producer and the ETILUX company.

14.3. ETILUX’s liability does not extend to damage resulting from use of the product which is not normal or reasonably foreseeable. 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 goods supplied or the service provided to the exclusion of any consequential damages. Indirect damage shall include, in particular, any loss or damage to data, loss of profit, loss of customers, etc.

14.5. In the impossibility of being able to control the commercial ownership of the trademarks which are ordered, ETILUX declines all responsibility in the event of counterfeiting and lawsuits.

14.6. We shall not be obliged to pay any compensation to the Buyer or third parties for consequential damages. In particular, any loss or damage to data, loss of profit, loss of customers, etc. shall be deemed to be indirect damage.

14.7. We shall not be liable to the buyer or third parties for any damage resulting from the use of the Internet, including but not limited to disruption of the service, external intrusion or the presence of computer viruses.

14.8. In any event, if our liability is established on the grounds of culpable breach of contract, the total amount of compensation to which we may be liable shall not exceed the price excluding VAT of the damaged or defective delivered product.

14.9. No action by the purchaser, for whatever reason, may be brought against us more than one year after the occurrence of the event on which it is based.

14.10. Any use or resale of the goods by the buyer implies his unconditional acceptance.

14.11. In the event that a wholesaler or a legal or natural person who has purchased the goods directly from ETILUX for professional use, sells them to a private consumer without the destination having been stipulated in the sales contract, the Seller is obliged to inform the private consumer about the product sold and its application. Failing this, the Seller shall be liable to ETILUX or the producer in the event that ETILUX or the producer is obliged to compensate the private consumer on the basis of the law relating to liability for defective products. The Seller shall be required to submit proof that it has fulfilled its obligation to provide information.

15. Intellectual Property

15.1. The clichés, cutting forms, drawings, graphics and photographs as well as any tools created by ETILUX shall remain its exclusive property even if the customer is charged a fee for their creation. Under no circumstances may they be used without the express consent of ETILUX.

15.2. The delivered software remains the exclusive property of the manufacturer. We only grant the purchaser non-exclusive user licences authorising the use of one program on one machine at a time. The purchaser shall be obliged to keep the delivered software strictly confidential. He may not dispose of these licences in any form whatsoever, pawn them, alienate them, communicate them or lend them for a fee or free of charge. He shall refrain from counterfeiting the delivered software, allowing counterfeiting or encouraging it in any way whatsoever.

15.3. In the impossibility of being able to control the ownership of the intellectual property rights concerning the products and software ordered from us and of which we are not the manufacturer, we decline all responsibility in the event of counterfeiting or violation of these rights. In any event, the Customer must notify us immediately of any claim for counterfeiting or infringement of intellectual property rights concerning the products and software.

15.4. The content of our website is protected by copyright and intellectual property legislation in general.

16. Returns

16.1. Returns of goods are made possible under the following conditions

The buyer has received the goods and lodged a complaint within seven working days, in accordance with article 13 of these terms of sale ;

  • The goods are in their original packaging intact and have not been used.
  • This is a standard item that has not been specially manufactured for the buyer.
  • The Buyer has received a written agreement from ETILUX informing him of his Return Material Authorization number.

16.2. Returns made without our agreement may in no way delay the payment of our invoices on the original due date.

16.3. The return of goods is at the risk of the buyer. This return is made free of charge, at our premises.

16.4. The returned goods must be in the condition in which we shipped them.

16.5. The stages of the return procedure and the different possibilities available to the buyer are described on the page: return goods

16.6. This Article applies only to online sales to consumers. In accordance with the law of 14 July 1991 on the right of withdrawal, the consumer has the right to notify the seller that he renounces the purchase, without penalty and without giving any reason, within 7 working days from the day following the day of delivery of the product. This period must allow the customer to evaluate the purchased product “as if it were on display”. Used, installed, damaged or incomplete products will not be taken back.

The buyer who wishes to exercise this right must contact the webshop within 7 working days at the email address support@etilux.be. In addition and within the same period, the buyer must repack the original product intact and complete, with all its accessories and instructions for use, as well as (a copy of) the invoice or delivery note at his own expense and under his responsibility to ETILUX S.A. Impasse de l’Espérance n°42 in 4000 Liège (Belgium).

17. Processing of personal data

In accordance with the European Data Protection Regulation (EU) 2016/679 (DPR), you have the right to query, access, modify, oppose and rectify your personal data. By adhering to these terms and conditions, you consent to the collection and use of this data by us for the performance of this contract. By subscribing to our newsletters on one of the sites in our network, you will receive emails containing information and promotional offers relating to products manufactured by Etilux or its partners. You can unsubscribe at any time. To do so, simply click on the link at the end of our emails or contact the data controller: Etilux SA, rue de l’Espérance, 42 à 4000 Liège, by registered letter or by email at dataprivacy@etilux.be. Any complaint can be registered with the Privacy Commission.

All information relating to the collection, processing, use, protection and correction of personal data is available on the privacy page.

18. Nullity

The nullity of one clause of this contract shall not affect the validity of the other clauses. The parties undertake, in such a case, to negotiate in good faith the conclusion of a new clause which will pursue the same objective as the invalid clause and will have, as far as possible, equivalent effects in order to restore the contractual balance.

19. Applicable law and litigation

19.1. This contract is exclusively governed by Belgian law.

19.2 Any dispute relating to the interpretation, execution and termination of the present contract shall fall within the exclusive jurisdiction of the courts and tribunals of Liège.

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