General Terms and Conditions
Solutions AIR-Environments Pro :
Atmosphere quality control – cross-contamination management
General Terms and Conditions of sale
PREAMBLE
IKIBOX France provides its Customers (hereinafter: the “Customers” or “you”) with its range of air pollution control systems (hereinafter: the “Products”). The present General Terms and Conditions of sale (hereinafter: the “GTC”) govern all sales of Products and constitute a supplement to the General Terms and Conditions of use (hereinafter: the “GTC”). Any order of Products shall be deemed to be acceptance without reservation of these General Terms and Conditions, to the exclusion of any General Terms and Conditions previously signed by the Customer and to the exclusion of the Customer’s General Terms and Conditions of purchase.
CONTACT INFORMATION
IKIBOX France SAS
Registered office: 33, rue de la République, Allée 8, 69002 Lyon (France)
Phone number: 04 72 77 86 12, Email: contact@ikibox.com, www.ikibox.com
Share capital: 80,000 Euros
Registered with the RCS of Lyon under the number: 839 083 979 00014
1 PLACING OF ORDERS
1.1 The Customer chooses the Product(s) he or she wishes to order by sending an email containing an “Order Form”.
1.2 When the Customer has finished filling out the Order Form, the Customer is invited to:
(i) Send us an order form by email
(ii) Or pay his or her order directly.
1.3 The Customer fills out the electronic Order Form in which he or she specifies in particular the data relating to his or her identification (company name, RCS registration number, and VAT number), the invoicing address and the place of Delivery of the order. The Customer guarantees that the data provided are accurate, complete and up to date.
1.4 Ikibox then notifies the Customer of the confirmation of the order received by sending an email notification. The sale will only become firm and final when the order is dispatched. In case of rejection of the order for any reason whatsoever, the Customer will receive an email notification. The order will then not be processed by Ikibox.
No order confirmed by Ikibox may be subsequently modified or cancelled by the Customer without the prior written consent of Ikibox. Ownership of the Products is transferred to the Customer upon shipment of the corresponding order to the Customer.
Until the dispatch of the order, Ikibox reserves the right to refuse an order for any reason whatsoever, particularly in the event of a contractual breach by the Customer of any of its obligations or in the event of an incomplete form, and more generally any order that is abnormal or fraudulent in nature.
2 PRICES
2.1 Prices
The prices of the products communicated beforehand by email of a price list or in appendix of distribution contract / commercial agency, are indicated in Euros and are exclusive of taxes (HT), excluding Delivery costs. The prices do not include transport, possible customs duties and insurance, which remain the responsibility of the Customer. The price of the Products includes packaging. Ikibox packs the Products in the way and with the materials it considers appropriate.
Special pricing conditions may be applied depending on the specifics requested by the Customer concerning, in particular, Delivery terms and deadlines, or payment terms and conditions. A special commercial offer will then be sent to the Customer by Ikibox.
Ikibox may modify its product range and price list at any time, without this modification affecting previously confirmed orders.
2.2 Terms of payment
– In case of payment at time of ordering: The price is payable in full on the day of receipt of the order form under the conditions defined and indicated on the invoice given to the Customer.
– In the event of cash payment on Delivery: The price is payable in cash, in full on the day of Delivery of the products under the conditions defined in the Article “Delivery” below and as indicated on the invoice given to the Customer.
– In the event of payment of a deposit with the order: A deposit corresponding to 20% of the total acquisition price of the above-mentioned products is required when placing the order. The balance of the price is payable in cash, on the day of Delivery, under the conditions defined in the Article “Deliveries” below. Ikibox will not be required to deliver the products ordered by the Customer if the Customer does not pay the price under the conditions and according to the methods indicated above.
– In case of price payable at term: Terms of payment
Payment in one instalment: The price is payable in full and in a single instalment within 30 days from Delivery, as defined in the Article “Deliveries” below, agreed upon between the Customer and Ikibox during the commercial negotiation. This deadline will be mentioned on the invoice sent to the Customer.
Payment according to a schedule: The price is payable, according to the schedule agreed upon between the Customer and Ikibox, during the commercial negotiation, based, in particular, on the volume of products ordered. This schedule will be mentioned on the invoice that will be sent to the Customer by Ikibox.
2.3 Late payment
Any delay in payment shall constitute a breach of contract and an infringement of the regulations in force, resulting in the automatic payment of a penalty in an amount equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points. The rate applicable during the first half of the year concerned shall be the rate in force on 1 January of that year. For the second half of the year concerned, it shall be the rate in force on 1 July.
Interest on arrears shall begin to accrue from the day following the date of payment shown on the invoice and shall continue to accrue until full payment has been made. A fixed compensation of forty (40) euros for recovery costs will be due in case of late payment, Ikibox may request an additional amount upon justification.
2.4 Professional discount
The Customer may benefit from a discount rate that may be reviewed within the framework of Special Conditions of Sale, during the commercial negotiation, depending on the nature and volume of services rendered.
3 DELIVERY
3.1 Terms of Delivery
3.1.1. Deliveries are insured in Europe only. In the case of an order combining an IKIBOX air purifier with one or more spare part(s), the Products may be delivered in several packages and on different dates.
3.1.2. Deliveries are made in the order in which orders are received and according to availability.
They can be global or partial. Ikibox will endeavour to deliver each order within four (4) months of its confirmation date, subject to product availability. However, the Delivery time is indicative and when exceeding it is not a reason for cancelling the sale and does not constitute a breach of contract. Without prejudice to the provisions of the present GCS concerning force majeure, if the Products have not been delivered within one month following the indicative date, the sale may be cancelled at the request of one of the Parties without Ikibox’s liability being engaged as a result and without penalties of any kind. Any order modification occurring during the course of execution, even if it is accepted by Ikibox, will result in an extension of the planned Delivery period according to the Terms and Conditions communicated by Ikibox to the Customer.
3.1.3. Delivery takes place when the Products are unloaded at the address indicated by the Customer on the order form. The Products travel at the Customer’s risk and peril to the place of Delivery, regardless of the method of shipment. Ikibox cannot be held responsible by the Customer because of the organisation of the transport or the choice of insurance. Unloading operations are carried out under the sole responsibility of the Customer.
3.1.4 In case of absence or refusal to take Delivery by the Customer without due justification, the Products will be kept by Ikibox at the expense and risk of the Customer without prejudice to the right of Ikibox to cancel the sale by right, without summons, after the agreed term for the withdrawal of the Products, in application of the provisions of Article 1657 of the Civil Code. Furthermore, Ikibox will be entitled to claim reimbursement from the Customer for the transport costs incurred.
3.1.5 Upon Delivery, Ikibox will provide the Customer with a detailed Delivery note recalling the indications appearing on the order allowing the identification of the Products and their quantitative and qualitative control in accordance with Article 4, in addition to the invoice, the after-sales service procedure and all technical documents relating to the use of the Products, their particular handling and, if applicable, their method of conservation or maintenance.
3.2 Delivery costs
The amount of the Delivery charges depends on the amount of the Order and the Delivery method chosen by the Customer. In any event, the amount of the Delivery charges shall be indicated to the Customer before the Order is validated.
3.3. Late Delivery
No penalty of any kind will be due in case of late Delivery. Only the prejudice actually borne by the Customer, demonstrated and evaluated, may be the subject of a claim for compensation, which can only be made after negotiation with Ikibox and agreement of both parties.
4 RECEPTION
4.1. The Customer must check the Products upon Delivery to ensure that they comply with the order as confirmed by Ikibox. By taking possession of the Products, the Customer acknowledges their conformity unless, within three (3) working days following Delivery, it issues a reasoned protest by registered letter with acknowledgement of receipt addressed to the carrier and to Ikibox. In the absence of a protest, the receipt will be deemed to be in conformity with the sales contract and the Customer will not be able to make any claim to Ikibox.
4.2. If the Products delivered do not appear to be in conformity with the order as confirmed by Ikibox, the Customer must keep them and issue a reasoned protest within the aforementioned deadlines. In case of proven non-compliance, Ikibox will replace the Products at its own expense without the Customer being able to request the cancellation of the sale or the reimbursement of the Products.
5 WARRANTY AND LIABILITY
5.1. In the event of non-conformity of the Products observed according to the methods provided in Article 4 or a hidden defect that would make them unfit for normal use, Ikibox undertakes to replace or repair them at its own expense without the Customer being able to act to resolve the sale, reduce the price, replace the Products ordered by contacting a third party or claim damages on the basis of contractual liability for any damage whatsoever.
5.2 Ikibox’s commercial guarantees are as follows:
Air treatment:
For the Ikibox Air Purification Products of the Ikibox collection, the Ikibox manufacturer’s warranty is two (2) years parts and labour, excluding consumables (plasma-catalytic support kit and UVC lamps).
5.3. The implementation of the warranty assumes that Ikibox services have recognised that the part is defective due to a hidden defect. Interventions and replacements of parts carried out by Ikibox under the warranty do not extend its duration.
5.4. Any damage or deterioration that is not attributable to Ikibox (such as incorrect assembly, faulty maintenance, abnormal use, intervention on the Product without authorisation) is excluded from any guarantee. Consequently, Ikibox cannot be held liable for the installation of the Products (including connections and the quality of power supplies) or if the Products have been used in conditions different from those for which they were manufactured, in particular in the event of failure to comply with the conditions prescribed in the user manual, in the event of exposure to external conditions affecting the Product (such as excessive humidity), or in the event of abnormal variation in the electrical voltage.
The warranty also does not apply in the event of damage or accident resulting from impact, fall, negligence, lack of supervision or maintenance, or in the event of transformation of the Product or intervention carried out by personnel or a company not approved by Ikibox or carried out using spare parts that are not original or not approved by Ikibox, and more generally to any defect or damage attributable to causes of external origin.
5.5. In any event, the contractual liability of Ikibox is expressly limited to any direct damage, to the exclusion of any indirect damage, as defined by case law, in particular loss of profits or loss of earnings.
5.6 Ikibox undertakes, for a period of two (2) years for the Products guaranteed two (2) years after the manufacturing stoppage of the said Products, to supply the Customer with the parts, components and other elements necessary for the use of the Products, under reasonable conditions, particularly in terms of price and Delivery times.
6 RETURN OF PRODUCTS
6.1 No Product return will be accepted by Ikibox, unless Ikibox has given its prior written consent. The return of Products will be made with the agreement of Ikibox, in the event that the Products do not conform to the Customer’s order or are marred by a latent defect making them unfit for normal use. In any case, the return of Products without the agreement of Ikibox will be made at the sole expense and risk of the Customer.
6.2. In this case, the Customer must contact Ikibox at the contact information indicated at the top of this document, detailing the reasons for the non-conformity of the Product or the presence of a defect. Ikibox will then contact the Customer in order to inform him or her of the return procedure, which will be at the Customer’s expense.
7 INTELLECTUAL PROPERTY
7.1. The Products are covered by one or more intellectual property rights (in particular, trademarks, patents, designs and models, and copyrights) belonging to Ikibox.
7.2. The sale of the Products does not transfer to the Customer any intellectual property rights of Ikibox and the Customer acknowledges that the intellectual property rights of Ikibox, whatever their nature, will remain the sole property of Ikibox. No provision of these General Terms and Conditions of sale, nor of the orders that will be sent to Ikibox may be interpreted as conferring on the Customer any right whatsoever on the intellectual property rights of Ikibox other than the right to use the Products within the limits provided by the GCS.
7.3. The Customer agrees to respect the intellectual property rights of Ikibox. In particular, the Customer is prohibited from removing, covering, modifying, replacing or altering in any way whatsoever the marks that are affixed to the Products.
7.4. The use of intellectual property rights by the Customer for the promotion of the Products, in particular advertising in any form whatsoever, is subject to the prior written authorisation of Ikibox.
7.5. Ikibox has also used its know-how to manufacture the Products. In the event that new know-how or a new invention likely to give rise to intellectual property rights is extracted from the Products by the Customer in any way whatsoever, the Customer acknowledges that these new rights shall belong exclusively to Ikibox.
8 CONFIDENTIALITY
Ikibox and the Customer acknowledge that they may, in the context of the execution of their business relations, be entrusted with confidential information of a technical, commercial, marketing, financial, legal nature or relating to elements to which intellectual property rights are attached. However, this list is not exhaustive. This information shall not, in any way whatsoever, be disclosed to third parties. They guarantee the confidentiality of information, of any nature whatsoever, written or oral, of which they become aware in the course of the performance of their commercial relations and shall refrain from communicating it to persons other than those who have the right to know it under the terms of the latter, on pain of having to compensate for the damage suffered.
9 MAJOR STRENGTH
In the event of delay in performance or non-performance of one of the obligations provided for in the contract of sale, the party unable to perform its obligation shall not be considered to be in default or liable to pay compensation, if performance of the obligation has been rendered impossible by force majeure, provided that the party affected by the force majeure event immediately informs the other party in writing.
10 APPLICABLE LAW AND JURISDICTION
The present General Terms and Conditions of sale and the sales contracts resulting from them are subject to French law, which shall govern their application and interpretation. The Commercial Court of Lyon shall have sole jurisdiction to settle any dispute concerning them, including summary proceedings.