General Terms and Conditions of Sale

Definitions of the terms

These General Terms and Conditions of Sale (hereinafter referred to as the “GTCs”) are offered by iopool SA, a company registered with the ECB (Belgium) under number 0711904972, whose registered office is located at 16 Avenue du Pré-Aily, 4031 Angleur (hereinafter referred to as “iopool”).

ARTICLE 1 – GENERAL PROVISIONS – SCOPE OF APPLICATION

1.1 These General Terms and Conditions of Sale (“GTC”) determine the rights and obligations of the parties in connection with the online sale of Products offered by Iopool SA (“the Company”).

1.2 Any Order placed on the Iopool website implies the prior and unconditional acceptance of these General Terms and Conditions of Sale, which are subject to Belgian law. These Terms and Conditions of Sale are therefore an integral part of the Contract between the Client and the Company. They are fully enforceable against the Client, who declares that he/she has read them and accepted them, without restriction or reservation, before placing the Order.

1.3 These General Terms and Conditions shall apply to any Order placed by an individual of legal age acting as a consumer. The Customer hereby certifies that he or she is a natural person over 18 years of age, acting for purposes that do not fall within the scope of his or her commercial, industrial, craft, liberal or agricultural activity. He acknowledges having the full capacity to commit himself when placing an Order and undertakes to provide truthful information regarding his identity.

1.4 EXCLUSION: Persons acting in a professional capacity, i.e., natural or legal persons, public or private, who are acting for purposes within the scope of their commercial, industrial, craft, liberal or agricultural activity, including if they are acting in the name of or on behalf of another professional, are expressly excluded from the scope of these GTC.

Professionals who wish to place an Order with the Company are invited to contact us directly.

1.5 The T&Cs applicable to each Order are those in force at the date of payment or of the first payment in case of multiple payments of the order. The Company reserves the right to modify them at any time by publishing a new version on its website. These GTC are available on the Company’s website at the following address: www.iopool.com and can be downloaded in pdf format.

ARTICLE 2 – CONCLUSION OF THE ONLINE CONTRACT

2.1. Ordering process

To purchase one or more Products on the site, the Customer selects each Product and adds it to his/her basket. Once the selection is complete, the Customer must confirm his or her basket to proceed with the Order (1st click)

At this stage, the Customer is redirected to a page containing:

• A summary of the selected Products, the corresponding prices, the terms and conditions and the delivery charges. It is then up to the Customer to check and possibly correct the contents of his/her shopping cart.
• The present GTC. It is the customer’s responsibility to read them carefully before validating the entire Order.
  This validation of the Order after verification of the shopping cart and reading of the GTC (2nd click) is equivalent to the conclusion of the Contract and the Customer acknowledges that the 2nd click entails an obligation of payment on his/her part.

The Customer is then redirected to the payment page. The Customer can choose between the different payment methods offered and proceed with the payment of his/her Order.

Once the Order has been validated and payment has been made, the Client will receive a confirmation message from the Company to the e-mail address he/she provided to create his/her account. This message contains, in pdf format

• The summary of his order (Product selected, price, terms and delivery charges);
• The precise identification of SPRL LUEL Sprl and its activity;
• The Order number;
• The terms, conditions and withdrawal form;
• The present GTC in pdf format.

In the event of non-receipt of the Order confirmation, the Customer is advised to contact the Company via the contact form on the site.

The Customer will then receive an electronic invoice for the purchase, which the Customer expressly accepts. The Customer is strongly advised to keep this confirmation message and the purchase invoice, which is also sent to him in electronic format, as these documents may be produced as proof of the Contract.

2.2 Refusal by the Company to validate the Order

The Company reserves the right to refuse your Order for any legitimate reason, including for example

• Order not in compliance with the GTC;
• Quantities ordered that do not correspond to normal use by a consumer Customer;
• Non-payment of a previous Order or an ongoing dispute regarding a previous Order;
• Suspicion of fraud on the Order (supported by a cluster of corroborating
  (supported by a set of corroborating indicators).

Article 3 – PRODUCT SPECIFICATIONS AND AVAILABILITY

3.1 Product specifications

The essential characteristics of the goods and their respective prices are made available to the Customer on the Company’s websites, as well as information on the use of the product, if applicable.

While the Company takes reasonable care to ensure that the Specifications are accurate, such Specifications, subject to certain exceptions, such as pricing information, are provided by the Company’s suppliers. Accordingly, the Company assumes no responsibility for any errors that may be contained in the Specifications. The Specifications are presented in detail and in French. The Parties agree that the illustrations, videos or photos of the Products offered for sale have no contractual value. The period of validity of the offer of the Products as well as their prices is specified on the Company’s websites.

3.2 Availability of Products

The offers of Products are valid within the limit of stocks available from our suppliers. This availability of Products is normally indicated on the specific page of the Product.

However, insofar as the Company does not reserve stock (except in particular cases of Products indicated as pre-orders on the Product page), placing a Product in the shopping cart does not absolutely guarantee the availability of the Product and its price. In the event that a Product becomes unavailable after the validation of the Client’s Order, the Company shall immediately inform the Client by e-mail. The Order shall be automatically cancelled and the Company shall refund the price of the Product initially ordered, as well as any amount paid for the Order.

However, if the Order contains Products other than the one that has become unavailable, these shall be delivered to the Customer and the delivery charges shall not be refunded.

Article 4 – WITHDRAWAL

4.1 Principle

In accordance with the provisions of the articles of the Consumer Code, the right of withdrawal cannot be exercised for contracts for the supply of goods made to the specifications of the consumer.

Article 5 – PAYMENT OF THE PRODUCT PRICE

5.1 Time of payment

Payment of the full price of the Order must be made immediately after the Order has been confirmed. The Company may, in exceptional cases, grant payment in several instalments, in particular in view of the amount to be paid and its knowledge of the Client concerned. However, the Company is under no obligation to grant such payment terms. In the event of a particular situation, the Client may request this by contacting the Company’s Customer Service at the following address hello@iopool.com

5.2 Payment methods

To pay for the Order, the Customer may choose between different payment methods: Payment by credit card: Only credit cards issued by a bank located in France or international credit cards (Visa, MasterCard, American Express and Maestro) are accepted. The Client guarantees the Company that he/she has the necessary authorizations to pay with the bank card used. The Customer expressly acknowledges that the commitment to pay by card is irrevocable and that the communication of his/her bank card number is equivalent to authorization to debit his/her account for the total amount corresponding to the Products ordered. The amount will be debited at the time of validation of the Order.
Payments by credit card are made via a secure payment platform and the information on the credit cards communicated benefits from the SSL encryption process.

Payment via Paypal

Payment by Paypal is accepted up to a limit of 1.000 €. It is underlined that in case of recourse to this method of payment, the General Conditions of Use of Paypal, which are available on their site, are added to the present GCS.

Payment by vouchers and/or promotional codes

Vouchers and/or promotional codes issued by the Company may be used to pay for all or part of the Order. These vouchers and/or promotional codes are valid only once. In the event of any attempt to fraudulently use the vouchers and/or promotional codes, the Company may proceed to cancel the Order.

In general, in the event of refusal to authorize payment by officially accredited organizations or in the event of non-payment of the Order, the Company reserves the right to suspend and/or cancel said Order.

The Company reserves the right to suspend any of the payment methods at any time, in particular in the event that a payment service provider no longer offers the service used or in the event of a dispute with a Customer concerning a Purchase Order.

The Company reserves the right to set up a procedure for verifying Orders in order to ensure that no one uses another person’s bank details without their knowledge. For this purpose, the Client may be asked to provide the Company with a copy of his or her ID and proof of address, as well as a copy of the credit card used for payment, by e-mail or by post. Precise indications on the exact content of the requested information (to preserve the confidentiality of its data) will be communicated to the Customer in case of verification. The order will be validated only after receipt and verification of the documents sent.

Article 6 – PRODUCT PRICES

6.1 Reference prices indicated on the sites

The reference price of the Products offered on the site is the price recommended by the brand, the manufacturer or its official representative. Otherwise, it is a price determined according to the prices at which the Product is commonly sold in a panel of retailers distributing it. This price is updated as soon as the brand, the manufacturer or its official representative communicates a new recommended price for the Product or as soon as the price practiced within the panel of retailers is modified.

6.2 Modification of prices indicated on the sites

The prices of the Products are indicated on the pages of description of the Products. They are indicated exclusive of tax, customs duties and shipping costs. The Company reserves the right to modify the prices of the Products at any time, in compliance with the applicable legislation.

The Products ordered will be invoiced on the basis of the price in force on the site at the time the Order is validated.

6.3 Product prices

Insofar as many Products are imported from abroad (outside the European Union) at the request of Customers, the prices of Products sold through the Websites are indicated in Euros, excluding taxes (excluding VAT and customs duties) unless otherwise indicated. They are precisely determined on the pages describing the Products. They are also indicated in Euros excluding tax (excluding VAT and customs duties), unless otherwise indicated, on the Product Order page, and excluding specific shipping costs.

The prices of the Products do not include import VAT, import taxes or customs duties, which shall be paid in addition and shall be entirely at the expense of the Customer, who shall be liable for such taxes as the recipient of the Product.

The prices of the Product(s) do not include the costs of packaging, packing, shipping, insurance and delivery of the Product(s) to the delivery address.

6.4 Payment of taxes

The Customer is solely responsible for the declaration and payment of import VAT when clearing the Product through customs. The Customer may be required to pay the import VAT. To the extent that the Company is not responsible for this tax, the Company shall not be liable for any refund of such tax. For all products shipped outside the European Union and/or French overseas departments and territories, the price is automatically calculated exclusive of tax on the invoice. Customs duties or other local taxes or import duties or state taxes may be payable in certain cases. The Company has no control over these duties and amounts. They shall be borne by the Client and are the Client’s responsibility (declarations, payment to the competent authorities, etc.). The Company invites the Client to inquire about these aspects with the corresponding local authorities.

Article 7 – DELIVERY – RECEPTION

7.1 Delivery

Prior to the validation of the Order, the Company shall provide the Client with information concerning the different delivery methods and their respective prices. Once the Client has chosen the delivery method, the Company shall provide the Client with an estimated delivery time. The Company will make every effort to ensure that the Product(s) are delivered by the scheduled delivery date. In case of difficulty, the Company undertakes to contact the Customer promptly to inform him/her and to seek an appropriate solution. The air transport, shipping and/or delivery of the Product(s) will be fully paid by the Customer (“Delivery Costs”). These delivery costs are included in the final price invoiced to the Customer at the time of the Order. However, any customs fees are not included in the price invoiced to the Customer by the Company. Delivery shall be made to the address indicated by the Client. It is therefore the Client’s responsibility to check the information provided for delivery, as the Client alone is responsible for any failure to deliver due to incomplete or erroneous information.

7.2. Receipt

Upon receipt of the Product, the Customer undertakes to check that the Product is complete and that it is not damaged. In case of any anomaly, please contact the Company’s Customer Service within three days (excluding holidays) following the date of receipt of the Product.

At the time of purchase, the Customer buys the Product free of tax and becomes the importer of the Product purchased in his capacity as recipient of the Product. The Customer is therefore responsible for the import and customs clearance of the product with the local customs offices. The Customer is solely responsible for the process of declaring the customs duties when clearing the Product through customs. These customs duties, which are not invoiced to the Client by the Company, are not the responsibility of the Company. Therefore, the Company shall not be liable for the reimbursement of these duties.

Article 8 – WITHDRAWAL

8.1 Principle

Article 9 – WARRANTIES

9.1 Legal guarantees:

The Company remains liable for defects in the conformity of the goods in accordance with the provisions of the articles of the Consumer Code as well as for hidden defects in the thing sold in accordance with articles 1641 and following of the Civil Code.

When acting within the framework of the legal guarantee of conformity (as provided by the articles of the Code of Consumption), the Consumer Customer

• Has a period of 2 years from the date of delivery to act.
• Can choose between repairing or replacing the Product, subject to the cost conditions provided for in the article of the Consumer Code
• Is exempted from proving the existence of the defect of conformity during the 6 months following the delivery of the good if the Product is new or second-hand.

The Customer may also decide to act within the framework of the legal guarantee against hidden defects as defined in Article 1641 of the Civil Code, the Customer may choose between the resolution of the sale or a reduction of the price, in accordance with Article 1644 of the Civil Code.
These legal guarantees apply independently of any contractual guarantee.

iopool products are not intended for use outside the countries of delivery (France, Belgium, Germany, the Netherlands, the United States, Spain). Therefore, iopool cannot guarantee the correct operation of its products outside these countries. The warranty is therefore not applicable in these countries and the buyer takes responsibility in case of failure of one of the products. In addition, the Buyer shall be responsible for the return of the products.

Reproduction of the applicable texts
L.217-5 Code de la Consommation
L.217-4 Code de la Consommation
“The seller delivers a good in conformity with the contract and is responsible for the defects of conformity existing at the time of delivery. He is also responsible for defects in conformity resulting from the packaging, the assembly instructions or the installation when the latter has been put at his charge by the contract or carried out under his responsibility.”

“The good is in conformity with the contract:

1° If it is fit for the purpose usually expected of similar goods and, if
if applicable:

• if it corresponds to the description given by the seller and has the qualities
  that the seller has presented to the buyer in the form of a sample or model;
• whether it has the qualities that a buyer may legitimately expect in view of the public
  the public statements made by the seller, the producer or his representative, in particular
  by his representative, in particular in advertising or in labelling;

2° Or if it has the characteristics defined by mutual agreement between the parties or is suitable for any special use sought by the buyer, brought to the attention of the seller and accepted by the latter.

L.217-9 Code de la Consommation
“In case of lack of conformity, the buyer chooses between repairing or replacing the good. However, the seller may not proceed according to the buyer’s choice if this choice entails a cost that is clearly disproportionate to the other method, given the value of the goods or the importance of the defect. He is then obliged to proceed, unless this is impossible, according to the method not chosen by the buyer.”

L.217-12 Code de la Consommation
“The action resulting from the defect of conformity is prescribed by two years from
from the date of delivery of the goods.” 1641 of the Civil Code

“The seller is bound by the warranty for hidden defects of the thing sold which make it unfit for the use for which it was intended, or which so diminish this use that the buyer would not have acquired it, or would have given only a lesser price, if he had known about them. “1648 of the Civil Code

“The action resulting from redhibitory defects must be brought by the buyer within two years of the discovery of the defect. […] “

9.2 Manufacturer’s warranty

Some Products on sale on the Site benefit from a contractual warranty granted by the supplier or manufacturer of the Product, to which the Company is not directly party.
The existence of this type of warranty is mentioned, if necessary, on the specific page of the Product. If the Client wishes to make use of this warranty, he/she should inform the Company by contacting the Customer Service Department and consult the terms and conditions of application of the warranty, which are generally included in the box concerning the Product.

It is reminded that the benefit of the Manufacturer’s Warranty does not prevent the application of the legal provisions concerning the legal warranty of conformity and the legal warranty of hidden defects.

Article 10 – PROTECTION OF PERSONAL DATA

Within the framework of the commercial relationship, the Company, responsible for processing, collects a certain number of mandatory personal data (including in particular, name, first name, delivery address, etc. which are mentioned by an asterisk) which are absolutely necessary for the processing of the Order, the management of the commercial relationship, the realization of statistics and the respect of the legal and regulatory obligations of the Company. They are kept for 5 years from the end of the Contract. If the Client fails to provide this information, it will be impossible to process the Order.

This data is intended for internal use by the Company but may be transmitted to companies that contribute to the execution of the service, including those that deliver the Products or process payments.
The Customer has several rights with regard to this personal data:

• Right of access to personal data concerning him/her;
• Right of rectification and deletion if the personal data is inaccurate, incomplete, ambiguous, outdated or if the collection, use, communication and storage of certain data is prohibited;
• Right to limit the processing of data, provided that such request is duly justified and does not prevent the Company from fulfilling its regulatory and legal obligations;
• Right to object to the processing of data (especially in case of processing for commercial prospecting)
• Right to formulate post-mortem directives concerning the conservation, deletion and communication of your personal data
• The right to withdraw consent to certain processing operations (processing operations carried out prior to withdrawal of consent remain lawful)
• Right to file a complaint with the DPA.

To exercise his rights, the Client may send a request to the Company, by means of: a letter addressed to LUEL Sprl, Avenue Du Castel 51, Brussels
1200

The request must mention the Client’s e-mail address, surname, first name and postal address and must be accompanied by a copy of his or her identification document on both sides. A reply will be sent within one month of receipt of the request.

Article 11 – INTELLECTUAL PROPERTY RIGHTS

Unless otherwise specifically stated on the page of a Product, the sale of Products on the site does not entail any transfer of intellectual property on the Products sold. Trademarks, domain names, products, software, images, videos, texts or more generally any information subject to intellectual property rights are and remain the exclusive property of the Company or their initial owner. No transfer of intellectual property rights is made through these GTC.

Article 12 – FORCE MAJEURE

Any person whose account has been suspended or closed will not be able to order subsequently or create a new account on the Site, without the prior authorization of the Company.

Article 13 – EXCLUSION OF LIABILITY

The Company shall not be held liable for any failure to perform its obligations hereunder in the event of the occurrence of a fortuitous event or force majeure that would prevent its execution. The Company will notify the Customer of the occurrence of such an event as soon as possible. Notwithstanding anything to the contrary contained herein, the Company shall in no event be liable for any loss or damage due to improper use of the Product(s) by the Customer, including but not limited to any modification or alteration of the Product(s) not authorized by the Company.

Article 14 – SUSPENSION – TERMINATION OF ACCOUNT

The Company reserves the right to suspend or terminate the account of a Client who contravenes the provisions of the GTC, or in a general way the applicable legal provisions, without prejudice to any damages that the Company may seek.

Article 15 – ARCHIVING – PROOF

Unless proven otherwise, the information recorded by the Company shall constitute proof of all transactions. At the time of each Order, the Order summary shall be sent to the Client by e-mail and archived on the Company’s website. Communications between the Company and the Client shall be archived on computerized records which shall be kept for a period of 5 years under reasonable security conditions. These registers, on which exchanges are recorded on a reliable and durable medium, are considered as proof of communications, orders, payments and transactions between the Client and the Company. They may be produced as proof of the Contract.

The archiving of communications, orders, details of the order, as well as invoices is made on a reliable and durable medium so as to constitute a faithful and durable copy in accordance with the provisions of Article 1360 of the Civil Code. This information can be produced as proof of the contract.
The Customer will have access to the archived elements on request at hello@iopool.com

Article 16 – NULLITY AND MODIFICATION OF THE GCS

If any provision of these GTC is invalid, it will be deemed unwritten, but will not result in the invalidity of all contractual provisions. Any tolerance on the part of the Company, in the application of all or part of the commitments made within the framework of these GTC, whatever the frequency and duration, shall not be considered as a modification of the GTC, nor shall it generate any right for the Client.

Article 17 – APPLICABLE LAW AND SETTLEMENT OF DISPUTES These GTC are subject to Belgian law.

In case of any difficulty, the Customer Service is at your disposal to find an amicable solution. If no solution is found directly with Customer Service, the European Commission has set up a dispute resolution platform to collect any complaints from consumers following an online purchase. The platform then forwards these complaints to a competent national mediator. You can access this platform by following this link: http://ec.europa.eu/consumers/odr/.