GENERAL TERMS AND CONDITIONS OF SALE
1. APPLICATION AND INTERPRETATION
These terms and conditions cover all contractual relations between DOTHÉE SA (BCE Nr BE 0463465703) having its registered office at Rue Ernest Matagne, 19 at 5330 Assesse, Belgium (hereafter referred to as “DOTHÉE”) and the BUYER. The BUYER’s general or special terms and conditions are not enforceable against DOTHÉE. Any contract signed by the parties automatically implies the acceptance of these terms and conditions by the BUYER. Only special conditions indicated in the Contract or purchase order, or agreed in writing by the parties, can override these General Conditions. Depending on the context, and unless otherwise stipulated, (i) the word “BUYER” in these terms and conditions must be understood to refer to any purchaser, customer, client, prospect, importer, distributor, partner or contracting party; (ii) the word “Contract” or “Order” to any proposal, quote, purchase order (direct or online), sales contract, service agreement, license agreement, distribution agreement or any other contract between the parties; (iii) the word “Product” to any coatings, paints and accessories sold, distributed and/or supplied by DOTHÉE ; and (iv) the “eShop” to the DOTHÉE’s websites where the Products are presented or sold online. By signing or sending a purchase order via any communication means (e-mail, courier, face-to-face meeting, etc.)or by clicking the button "I accept the general conditions" during the online ordering process via the eShop, the BUYER expressly agrees to have read, understood and accepted all of these general conditions of sale (hereinafter referred to as the "General Conditions").
2. ORDER AND CONFIRMATION
Any quotes or proposals produced by DOTHÉE are without obligation and are valid for a maximum of 30 days following the document date unless otherwise specified in the quotation document. Any order or request made by the BUYER, in writing or orally, makes it immediately and irrevocably binding for the BUYER. It must then be confirmed in writing by DOTHÉE and will only be deemed effective from the date given by this confirmation. But in case of online purchase through the eShop, the BUYER’s Order will be effective and will bind DOTHÉE only when the purchase Order has been correctly filled and confirmed by DOTHÉE and that DOTHÉE has received the full payment, unless it has been agreed otherwise by the parties. The Order will be final and may not be modified anymore from the moment that the BUYER clicks on the validation button. He will therefore be fully committed. DOTHÉE will then send by email a summary of the Order, including the list of Products ordered, prices and these General Conditions.
3. POSSIBILITY TO WAIVE AN ORDER IN CASE PURCHASE ONLINE OR OUT OF DOTHÉE’S PREMISES
Only in the case that the BUYER is a consumer (meaning a physical person who orders for his personal use) through the eShop or out of DOTHÉE’s premises (such as in a trade fair, for example), he may waive his Order at any time up to 14 days at the latest after receipt of the Product package. This BUYER’s waiver/renunciation right is only possible if the Products are standard ones (meaning not tinted, non-adapted nor customized for the BUYER-consumer’s specific needs) and if the whole package and the Products have not been damaged or used and is the Products are still in their original packaging. The waiver may be notified to DOTHÉE by e-mail or registered letter addressed to the address mentioned in Article 1 of these General Conditions. The BUYER’s waiver right is subject to the fastest return possible of the Products delivered at his own expenses, and, in any case, within 14 calendar days at the latest from the date when e-mail or the registered letter has been sent. DOTHÉE will reimburse the BUYER the amount concerned upon receipt of the Products returned by the BUYER, provided that all conditions here over are fulfilled. After this period of calendar 14 days, the Products will not be taken back or refunded. DOTHÉE also reserves the right to refuse to refund the returned Products if they have been opened and/or are incomplete or damaged, even if it is due to transport.
Unless otherwise specified in the order, prices are in Euro, but exclude any VAT and all costs and expenses which are not specifically mentioned in the Order.
All payments must be made in Euros by bank transfer into the account number indicated on the invoice. Any bank charges, costs and fees are to be borne solely by the BUYER. In case of online shopping, 100% of the price must be paid immediately with the Order by payment means allowed on the eShop. The payment validity will be confirmed or not, after verification by the bank concerned. If the payment is confirmed, the deduction is made according to the terms of the bank issuing the BUYER’s card. DOTHÉE is in no way liable for any problems that the BUYER may encounter during bank transactions. In case of purchase made directly with DOTHÉE (through courier, emails, face-to-face, etc.), all payments must be made into DOTHÉE’s account within eight (8) days following the invoice’s date, unless otherwise agreed in the Contract. Any queries relating to invoices must be sent, with justification, by registered post within eight (8) calendar days of the relevant invoice date. After this time, queries will not be accepted and the invoice will be deemed to have been accepted. If the BUYER does not settle received invoices within the given deadline, a standard late payment interest will be applied as of right and without formal notice at a rate of 1% per month, with a supplement of 20% of the total value of the invoice with a minimum amount of EUR 75 to cover management costs. For the purposes of interest, any month begun will be considered a full month. Administrative and legal charges incurred for collection will be borne in full by the BUYER. If a single payment is not made by its due date, DOTHÉE reserves the right to suspend its own obligations and even to terminate the Contract, keeping any part-payments already made by the BUYER to DOTHÉE. The Products will be shipped only after receipt of the full amounts due on the DOTHÉE’s bank account. The Products may be shipped in a single lot, or in several lots, with the agreement of the BUYER and each such shipment shall be invoiced separately.
6. RETENTION OF TITLE
Ownership of Products ordered by the BUYER will only be transferred to the BUYER when the total price has been paid in full by the latter to DOTHÉE, even if the Products have already been delivered to the BUYER. In no circumstances can the BUYER make use of them, alter, sell, use or pass them on to a third party until payment for all amounts due has been made in full. If amounts due are not paid in full, DOTHÉE can exercise its right to ownership and the BUYER shall allow DOTHÉE to recover the Products without difficulty.
7. DEADLINES AND EXTENSIONS
The deadlines for the fulfilment of DOTHÉE’s obligations are those agreed by the parties but are not compulsory. DOTHÉE can only be held liable if the delay is considerable and exclusively due to its gross negligence. The BUYER does not have the right to refuse Products, demand compensation or termination of the Contract if the Products are delivered/supplied late unless this is due to DOTHÉE’s gross negligence. Any later modification demanded by the BUYER which digresses from the initial Contract may result in an increase in price and extend the completion deadline. The Products are offered within the limits of available stocks. If all or part of the Products are unavailable, DOTHÉE will inform the BUYER by email or phone and offer him the opportunity to choose between waiting, modifying his Order or cancelling the Contract without charge.
8. COMPLIANCE AND WARRANTY
The Products are manufactured in accordance with the norms and standards in force in Belgium and in the European Union, and according to the specifications detailed in the Contract. DOTHÉE reserves the right to modify some features of the Products (such as recipes and ingredients) without warning or agreement from the BUYER as long as their expected quality are not reduced. As soon as the Products are available to the BUYER, the BUYER must examine them carefully within 8 working hours, and send to DOTHÉE details of any apparent cases of non-compliance for which DOTHÉE is responsible. DOTHÉE guarantees that the Products are free from having any invisible material or manufacturing faults/defects for which it is exclusively responsible, during the shelf life of the Products, provided however that such defects are not due to external cause, alteration, abuse, negligence, misuse, use that does not respect the technical manual or sheet provided by DOTHÉE, unreasonable use, transport, loading/downloading, abnormal conditions of temperature or humidity, dirt, or in an otherwise improper manner, either intentional or otherwise, caused by the BUYER or by a third party. If there are faults/defects which are reported according to the terms of the last two paragraphs, DOTHÉE must exchange (in part or in full) the faulty Products. The replaced Products will be sent to the BUYER with the next Order made by the latter, unless otherwise agreed by the Parties. No other warranties/guarantees whether statutory, written, oral, express, implied, including without limitation the warranties of merchantability or fitness for a particular purpose for instance, or otherwise, shall apply.
9. INTELLECTUAL PROPERTY
DOTHÉE is and will remain the sole proprietor and beneficiary of all present and future intellectual rights, whatever they are, connected with the brand names, logos, designs, graphic designs, documents, manuals, products, components, concepts, know-how, manufacturing methods, original ideas associated with the Products, whether or not they are protected or registered. The BUYER agrees not to imitate or forge the Products, market identical or similar products, apply for or register trademarks, logos or models, generally demonstrate any intellectual property right to any of these elements, or remove the labels from the Products that it has acquired, in any way whatsoever.
All documents and information, without restriction, given or shown by DOTHÉE to the BUYER, manufacturing methods and techniques related to the Products, prices, commercial and financial conditions and costs shall remain strictly confidential. Unless this information has already come into the public domain in a completely lawful manner, the BUYER may not under any circumstances, even after complete execution of the Contract, directly or indirectly divulge or communicate it to third parties and make use of it for himself or for a third party, other than for the strict execution of the Contract.
11. LIMITATION OF LIABILITY
11.1. Regarding the Products: DOTHÉE will not, in any case, be liable in any way whatsoever for any prejudice arising from the use, handling or storage of the Products.
11.2. About the information concerning the Products : All texts, information, videos and photos showed or given by DOTHÉE (brochures, product sheet, web pages, eShop, etc.) are only indicative. They are not contractual and do not commit DOTHÉE. They are neither complete nor exhaustive. DOTHÉE will not, under any circumstances, be liable, in any way whatsoever, for any direct or indirect damage (non-exhaustive list), of among others: - the introduction of computer viruses spreading through the Internet; - damage caused by computer hacking; - partial or total, temporary or permanent interruption of the eShop access or the Products availability; - computer crash; - problems with navigation, bugs or slow server; - downloading a file that damages the BUYER's computer equipment or causes loss of data.
11.3. If DOTHÉE is found to be liable, it will only be liable for direct damage caused exclusively by its gross negligence, to the exclusion of any other damage including, but not limited to, loss of earnings, a rise in general costs, a loss of profit, loss of clientele, loss of expected savings or any other indirect damage or loss. The total amount of damages for which DOTHÉE is liable cannot exceed 10% of the value of the Contract.
12. MOMENTANEOUS OR DEFINITIVE INTERRUPTION OF ESHOP ACCESS
DOTHÉE reserves the right to interrupt the eShop or its activity and access to some or all Products, at any time, momentarily or permanently, without justification, notice and/or compensation.
By clicking on the button "I agree to receive newsletters from DOTHÉE", the BUYER expressly agrees to receive them regularly in his email box our mailbox. In each newsletter, there will be a URL link that will allow at any time the BUYER to unsubscribe to receive newsletters thereafter. Unsubscription will be free and will have immediate effect.
14. PERSONAL DATA AND PROTECTION OF PRIVACY
The BUYER expressly agrees that the personal/private information (related to him as a physical person) that the BUYER writes in the order form of the eShop or that the BUYER communicates to DOTHÉE (by phone, e-mail, etc.) are used by DOTHÉE to process the Orders and to strengthen and personalize the communication including newsletters or e-mails that the BUYER expressly agrees to receive. DOTHÉE undertakes not to use the BUYER’s personal data for purposes other than those provided for in the General Conditions. Except in case that the BUYER expressly agrees, DOTHÉE further undertakes to never disclose to any third party personal data regarding the BUYER, with the exception of (i) companies or persons that/who perform, on behalf of DOTHÉE or independently, services such as credit card, Paypal or SMS payment processes, Product transport, etc.; (ii) of the company or the person that/who would acquire, in whole or in part, the DOTHÉE business; or (iii) of judicial authorities that would require access to it. As soon as the BUYER accesses the eShop, DOTHÉE registers certain information (notably thanks to "cookies" which are alphanumeric identifiers integrated into the BUYER's hard disk via the BUYER's Internet browser). The information that DOTHÉE collects includes the BUYER’s IP-Internet Protocol address that connects the BUYER's computer to the Internet, confirmation of receipt and reading of e-mails between the BUYER and DOTHÉE, the connection data, e-mail addresses, password on the eShop, type of browser, operating system and platform, Order history, and URL tracking on the eShop. It is possible for the BUYER to refuse or disable cookies in "Help" in the toolbar of the BUYER's browser. However, DOTHÉE does not recommend it in order to optimize the BUYER's Orders on the eShop. DOTHÉE will make every effort to protect the BUYER’s personal data during transfers and eShop use. DOTHÉE uses Secure Sockets Layer Software (SSL) which encrypts the information that the BUYER enters before it is sent to DOTHÉE. If the BUYER shares a computer, the BUYER will have to log out after each use. The BUYER’s data and other information are kept by DOTHÉE and are accessible to the BUYER at any time and free of charge, on his request and without any justification, to the address mentioned in Article 1 of these General Conditions. The BUYER has the right to demand, at any time and free of charge, any modification, correction or deletion of his personal data from the DOTHÉE database, as well as the immediate cessation of any receipt of e-mails and other communications from DOTHÉE.
15. FORCE MAJEURE
The Parties are not liable for failure to fulfil any contractual obligation which is due to events of force majeure which are out of their control, and which they could not have been expected to foresee when the Contract was signed or prevent or overcome, even if the event does not make execution of the Contract impossible but merely substantially more difficult or more expensive. Force majeure includes fire, strike, accident, sickness, pandemic, natural disaster, destruction of plants or equipment, computer bugs, changes in IT environments, general lack of supplies or means of transport, delay or failure to fulfil obligations on the part of DOTHÉE’s suppliers or subcontractors. In such circumstances, the defaulting party must inform the other party of the situation in writing as soon as possible. The parties’ obligations which are impossible to fulfil because of force majeure can be temporarily suspended or renegotiated. Should the case of force majeure lasts more than 6 months, the Contract will automatically be terminated, without any compensation, unless otherwise agreed by the parties.
16. TERMINATION OF THE CONTRACT
DOTHÉE can terminate the Contract or suspend its own obligations at any time and without notice or any compensation to the BUYER, as of right and without prior notice: - if the BUYER fails to fulfil one of its contractual obligations or if it turns out that he will fail or if there is a risk that he will fail to fulfil one of his obligations, even if this happens before this obligation is due to be fulfilled. In this case, any payment(s) made or due from the BUYER is/are definitively acquired by DOTHÉE, without prejudice to any additional damages and interest if the total value of the damage actually suffered by DOTHÉE turns out to be higher. - in the event of incapacity, bankruptcy, insolvency, inability to make payments, a request to defer payment, voluntary or compulsory judicial reorganisation or any other event demonstrating the BUYER’s financial difficulties. - if DOTHÉE ceases trading or makes substantial changes to its professional activities. - in the event of an instance of force majeure which lasts for more than 6 months. If the BUYER terminates the Contract without intentional gross negligence on the part of DOTHÉE, DOTHÉE will automatically be entitled to a lump-sum compensation worth 50% of the terminated Contract, without prejudice to any damages and interest if the total value of the damage actually suffered by DOTHÉE turns out to be higher.
17. APPLICABLE LAW AND JURISDICTION
The Contract and these terms and conditions are exclusively governed by Belgian law. The parties agree to resolve any dispute arising from the Contract, or any later modifications thereto, in an amicable fashion. If this is not possible within the month following the beginning of the dispute, the parties will refer to the regulations of CEPANI (www.cepani.be), related to Mediation for any dispute arising from the Contract or relating to it either directly or indirectly. This Mediation must take place in Namur in Belgium and will take place in French if the BUYER is French-Speaking or in English if the BUYER is not French-Speaking. However, if the BUYER is a consumer, he may require the use of the Mediation Service for the Consumer (http://www.mediationconsommateur.be/fr) If no settlement can be arrived at during the mediation process, or if the parties agree to abandon the mediation process, any dispute, disagreement or claim which arises from or relates to the Contract will be ruled on by the courts and tribunals of Liège – Namur Division, in Belgium.
The obligations set forth in the sections entitled “BUYER references”, “Intellectual property”, “Confidentiality”, “Limitation of liability” shall survive cancellation, termination or nullity of any contract between the parties.