GENERAL CONDITIONS OF SALE OF PRODUCTS AND PROVISION OF SERVICES
AYROX SRL
Last updated: December 2023
Ayrox's general conditions of sale have been translated into several languages. In case of contradiction, the French version prevails.
1. 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 AYROX SRL, whose head office is located at 54 Dieweg bte D in 1180 Uccle, registered with the Banque Carrefour des Entreprises under number 0442.356.622, hereinafter also referred to as “ We ”.
AYROX SRL offers the sale of machines, consumables and instruments (hereinafter commonly referred to as “ Products ”) as well as provision of calibration, repair and testing services (hereinafter referred to as “ Services ”).
These General Conditions form the contract binding AYROX SRL and the Customer. AYROX SRL and the Client are hereinafter commonly referred to as “ the Parties ".
The “ Customer ” is any natural or legal person who orders Products and/or Services from AYROX SRL for professional purposes.
These General Conditions are the only ones applicable. In any event, they exclude the general or specific conditions of the Customer that AYROX SRL has not expressly accepted in writing.
The Customer declares to have read these General Conditions so that by placing an order, he confirms his acceptance of the rights and obligations relating thereto. The Customer confirms having received, prior to ordering, all the necessary information regarding the characteristics of the products and services ordered.
We reserve the right to modify these General Conditions at any time and without prior notice. These changes will apply to all orders for product(s) and/or service(s) subsequently placed.
2. OFFER AND ORDER
2.1. GENERAL
To place an order, here is the procedure to follow:
a) The Customer chooses the Product(s) and/or Service(s) he wishes to order and informs AYROX SRL by email.
b) AYROX SRL sends the Customer an offer by email relating to these product(s) and/or service(s).
c) The Customer then sends AYROX SRL a Purchase Order (“ PO ”). AYROX SRL reserves the right to send the Client a pro-forma invoice , in which he will be asked to pay a deposit.
d) Once the Product/Service is ready to be sent, AYROX SRL sends a final invoice to the Customer. The invoice contains a summary of the Customer's order, including in particular the order number, the Products and/or Services ordered as well as their price, the mention recalling the application of these General Conditions (reproduced within the invoice or via a link leading to them) as well as an indication of the probable execution time of the order. It is the Customer's responsibility to verify the accuracy of the order and to immediately report any errors to AYROX SRL.
AYROX SRL reserves the right to suspend, cancel or refuse a Customer's order, particularly in the event that the data communicated by the Customer proves to be manifestly erroneous or incomplete or when the Customer has previous unpaid invoices.
2.2. SPECIFIC CASE OF CALIBRATION SERVICE
After inspection of the instrument, AYROX SRL informs the Customer of the price of the repair or change of parts to be made and communicates a proposal for a calibration service.
Once the service has been completed, the Customer has 10 days to notify AYROX SRL of any inconvenience with the instrument. The 10-day period begins to run from receipt of the instrument by the Customer.
3. PRICE
The price of our products and/or services is indicated in euros, excluding all taxes .
Any increase in VAT (Value Added Tax) or any new tax that would be imposed between the time of the order and that of delivery and/or execution will automatically be charged to the Customer.
In addition, our prices are Ex Works (Incoterms 2020). Transport risks are therefore borne by the Customer as soon as the Product leaves our factories and it is the Customer's responsibility to insure the goods.
We offer the Customer 2 shipping solutions:
- Either we take care of sending the Product(s) via a courier (DHL, Fedex, etc.) and invoice the Customer for the shipping costs;
- Either the Customer himself instructs a courier (DHL, Fedex, etc.) to pick up the Product(s) in one of our factories or one of our offices, designated in the invoice or within of any subsequent exchange.
4. PAYMENT
In the event that the Customer is required to pay a deposit, his order will only be delivered or executed after confirmation to AYROX SRL of payment of the deposit by the banking organization.
Invoices are payable, in the invoicing currency, to the AYROX SRL head office, no later than thirty days after the invoice date.
Any invoice unpaid when due will produce, automatically and without formal notice, late payment interest provided for by the law of August 2, 2002 concerning the fight against late payment in commercial transactions will apply.
Any invoice unpaid when due will, in addition, be increased automatically and without formal notice, by a fixed compensation of 15% of the total amount due as damages.
5. TIME LIMIT
5.1. AYROX SRL DEADLINES
Unless otherwise agreed in writing expressly accepted by AYROX SRL, delivery and/or execution times are not strict deadlines and are provided for information purposes only.
A delay in delivery and/or execution of the order cannot therefore under any circumstances give rise to any compensation, termination of the contract, suspension of the Customer's obligations, nor to the payment of damages, unless otherwise stipulated in writing and expressly accepted by AYROX SRL.
AYROX SRL can only be held liable if the delay is attributable to it due to gross negligence.
5.2. CUSTOMER DEADLINES
The Customer is required to communicate all the information necessary to complete his order within a reasonable time.
In the event that delays in the announced deadlines follow a late communication of the Client's information, AYROX SRL cannot be held responsible.
In the event that additional expenses result from late communication of the Client's information, AYROX SRL cannot be held responsible and these additional expenses will be payable by the Client.
6. RESERVATION OF PROPERTY
AYROX SRL remains the owner of the Product(s) until full payment of the price of the order, i.e. after installation and acceptance by the Customer.
If the Customer provides instruments and samples, these remain the property of the Customer.
Regarding the samples, the Customer must specify within 30 days whether they must be returned to him; where applicable, restitution will be made at the Customer's expense. If the aforementioned deadline is exceeded, AYROX SRL reserves the right to destroy and throw away the samples; in the event that costs arise from the large size of said samples, AYROX SRL may invoice these costs to the Customer.
7. RECEIPT OF THE ORDER AND COMPLAINTS
The Customer is required to check the apparent good condition as well as the conformity of the Products delivered to him with the Products he ordered.
Any complaints relating to the Products must be made in writing, within 10 days after receipt of the order. 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 AYROX SRL must be made in writing, within 10 days after the occurrence of the event giving rise to the complaint. Otherwise, they cannot be taken into account.
If a complaint proves to be founded, AYROX SRL will have the choice between replacing or refunding the price of the Products and/or Services concerned.
8. TERMINATION OF THE ORDER
The Customer who wishes to cancel his order informs AYROX SRL which will then indicate the steps to follow.
Any deposit paid by the Customer to AYROX SRL will not be refunded. If no deposit has been paid, AYROX SRL may claim from the Customer termination compensation equivalent to 30% of the price of the Products and/or Services for which the order was canceled by the Customer.
9. INTELLECTUAL PROPERTY
The information, logos, designs, brands, models, slogans, graphic charters, etc., accessible through the AYROX SRL website are protected by intellectual property law.
Unless expressly agreed otherwise in advance, the Customer is not authorized to modify, reproduce, rent, borrow, sell, distribute or create derivative works based in whole or in part on the elements present on the AYROX SRL website.
Unless expressly waived, the agreed price therefore does not include any transfer of intellectual and/or industrial property rights for any reason whatsoever.
10. GUARANTEE
Unless expressly agreed otherwise, AYROX SRL is only bound by a 1-year warranty covering only manufacturing and material defects.
In order to activate this guarantee, the Customer must act promptly and notify AYROX SRL via the following e-mail: deals@ayrox.com . AYROX SRL will then have the choice between replacing or repairing the defective elements.
Only the invoice, receipt or purchase voucher are valid as guarantee certificates for the Customer vis-à-vis AYROX SRL. These documents must be kept by the Client and presented in their original version.
This warranty expires if the installation, maintenance or repair of the Product(s) is carried out by unauthorized persons.
11. RESPONSIBILITY
11.1. GENERAL
The Customer acknowledges and accepts that all obligations owed to AYROX SRL are exclusively due to means and that it is only responsible for its fraud and gross negligence.
In the event that the Client demonstrates the existence of fraud or gross negligence on the part of AYROX SRL, the damage for which the Client may seek compensation includes only the material damage resulting directly from the fault attributed to AYROX SRL to the exclusion of any other damage and cannot, in any event, exceed the amount actually paid by the Customer in execution of the order.
The Customer also acknowledges that AYROX SRL is not responsible for any direct or indirect damage caused by the Products delivered or the Services provided, such as in particular loss of profit, increase in general costs, loss of customers, etc.
AYROX SRL is also not responsible in the event of communication of incorrect data by the Customer, or in the event of an order placed on his behalf by a third party.
Finally, ARYOX SRL is not responsible for any damage linked to the misuse of the Product(s) by the Customer, nor to that linked to the poor conditions in which the Product(s) is/are kept. s) by the Customer.
11.2. MATERIALS
If the Customer imposes on AYROX SRL a process or materials of a specific quality, origin or type, and this despite the written and reasoned reservations of AYROX SRL, the latter is released from all liability due to defects originating from choice of said process or said materials.
11.3. CUSTOMER RESPONSIBILITY
When the service is carried out at the Customer's premises, the latter is required to provide a safe and risk-free place for the AYROX SRL technicians.
If there are nevertheless risks, the Customer is required to inform AYROX SRL in advance in as complete and detailed a manner as possible. Where applicable, the Customer is required to take all measures to guarantee the safety of technicians.
12. INTERNET AND NEW TECHNOLOGIES
All information on the AYROX SRL website has been carefully written. However, we cannot guarantee the absence of errors and we disclaim all liability related to potential errors found on our website.
The Client acknowledges the restrictions and risks associated with the use of the internet or any other means by which the website is currently or will in the future be made available. The Client also acknowledges the risks of storing and transmitting information digitally or electronically.
The Customer accepts that AYROX SRL cannot be held responsible for any damage caused by the use of the AYROX SRL website or the internet, following the aforementioned risks.
The Customer further accepts that the electronic communications exchanged and the backups made by AYROX SRL may serve as proof.
13. GDPR CLAUSE
AYROX SRL acts in complete transparency and in compliance with applicable regulations, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 relating to the protection of individuals with regard to the processing of personal data. personal character (hereinafter, “ GDPR ”) and the law of July 30, 2018 relating to the protection of individuals with regard to the processing of personal data (“ law on the protection of private life ”).
We process your personal data in order to perform the contract between us. As part of our services, we may process:
- Your personal identification data (last name, first name, etc.);
- Your electronic identification data (email address);
- Your financial identification data (bank account).
We process your personal data for the purposes of carrying out our contractual obligations (including but not limited to fulfilling your orders, managing after-sales service and warranty monitoring, providing advice , information and answers to your questions). These purposes are based on Article 6, 1., b) of the GDPR.
If, subsequently, we intend to process your personal data for purposes other than those defined above, compatible with the initial purposes, we will inform you in advance of these new processing operations.
We take care not to keep your personal data beyond the time necessary for the purposes for which they were collected.
You have the right to request access to your data, to rectify it, to erase it, to limit its processing or to request that your data be transferred to another company (right to portability).
If you submit a request relating to the exercise of your rights to the email address deals@ayrox.com , we undertake to get back to you as quickly as possible and, at the latest, within one month. However, we may be required to extend this period by two months. If such a situation were to arise, we will inform you of the reasons for this delay.
In the event of a problem that we cannot resolve amicably, you always have the option of lodging a complaint with the Belgian Data Protection Authority.
14. MISCELLANEOUS
14.1. FORCE MAJEURE
If the execution of AYROX SRL's obligations is made completely impossible due to circumstances unforeseeable at the time of the conclusion of the contract, unavoidable and not attributable to AYROX SRL, the latter is released from its obligations.
If the execution of AYROX SRL's obligations is made partially impossible due to circumstances unforeseeable at the time of the conclusion of the contract, unavoidable and not attributable to AYROX SRL, the latter is released from the obligations affected by these circumstances.
If the execution of AYROX SRL's obligations is made temporarily impossible due to circumstances unforeseeable at the time of the conclusion of the contract, unavoidable and not attributable to AYROX SRL, the latter's obligation is suspended for the duration of force majeure.
In the event that this suspension continues beyond 30 days, AYROX SRL is released from its obligations after a period of 8 days following the sending of a registered letter with acknowledgment of receipt notifying its decision.
14.2. LACK OF FORESIGHT
In accordance with the provisions of article 5.74 of the new Civil Code, if the execution of the obligations is made excessively onerous so that it cannot reasonably be required, AYROX SRL may request from the Client the adjustment of said obligations. This clause is only applicable due to unforeseeable circumstances beyond the control of AYROX SRL.
14.3. REPLACEMENT CLAUSE
The Parties expressly waive the provisions of articles 5.85 and 5.235 of the new Civil Code and agree not to replace one of the Parties in the event of failure of the latter.
14.4. CANCELLATION CLAUSE
In the event of contractual non-performance, the contract may be terminated by AYROX SRL, subject to formal notice and written notification to the Customer. This notification must explicitly indicate the breaches of which the Customer is accused.
14.5. ILLEGALITY
The possible illegality or invalidity of an article, paragraph or provision (or part of an article, paragraph or provision) cannot in any way affect the legality of the other articles, paragraphs or provisions of these general conditions, nor the remainder of this article, paragraph or provision, unless there is an obvious contrary intention in the text.
14.6. SECURITIES
The headings used in these terms and conditions are for reference and convenience purposes only. They in no way affect the meaning or scope of the provisions they designate.
14.7. NON-WAIVER
Inertia, negligence or delay by AYROX SRL in exercising a right or remedy under these general conditions cannot in any way be interpreted as a waiver of this right or remedy.
15. APPLICABLE LAW AND JURSDICTION
These general conditions are subject to Belgian law.
In the event of a dispute, only the courts of the judicial district of Brussels will have jurisdiction.
