GENERAL CONDITIONS OF SALE REDCLEAR EUROPE

The webshop for redclear.eu and redclear.eu domain names is an initiative of:

SDI Consulting srl (hereinafter referred to as “Redclear”)
Rue des Palais, 33 box G7
1030 Brussels
BELGIUM

VAT number / Company number: BE0465.688.486

If you have any questions or comments, you can contact us via:

E-mail: info@redclear.eu, tel: +32 497 768.815

Please do not hesitate to contact us if you have any questions or comments. Please include your order number and any other relevant information you have on hand, so that we can provide you with a quick and adequate response.

1 / DEFINITIONS

In these conditions of sale, it should be understood by the following terms:

“Buyer” : refers to any natural person or sports club or sports center (B2C) or a legal person such as a professional reseller (B2B) who is or will be in a contractual relationship with Redclear of any nature whatsoever. Any Purchaser undertakes not to purchase Redclear’s products for the sole purpose of reselling them, unless expressly authorized by Redclear (automatically granted in B2B). The Buyer will subsequently also be referred to by the terms “you” and “yours”.

“Consumer”: any natural person acting for purposes that do not fall within the scope of his business or professional activity.

“Products”: all goods and services that are the subject of this sales contract.

“Goods manufactured according to the specifications of the Consumer”: goods not prefabricated, but manufactured on the basis of an individual choice or a decision of the Consumer.

” Sales agreement ” : any contract by which the trader undertakes to transfer the ownership of goods and / or to offer a service to the Buyer, this Buyer in turn agreeing to pay the price thereof.

2 / GENERAL PROVISIONS

Among the Buyers, Redclear establishes several profiles:

• the profile assigned to individuals, sports clubs and sports centers (for B2C).
• the profile assigned to legal entities with a VAT number (for B2B).

The choice of one of the two profiles generates consequences for the Purchaser in terms of maximum order quantities, prices as well as in terms of delivery time. Legal Person Users corresponding to the B2B profile are required to complete the profile that corresponds to them.

3 / INTRODUCTION

These conditions of sale apply to all sales of products, current and future, concluded between the Redclear and the Buyer. By using the website, the Buyer accepts these General Conditions, as well as all other rights and obligations as they appear on the website.

The present conditions of sale are in principle always and exclusively applicable, but specific exceptions are possible. Such exemptions are only valid insofar as they are the result of mutual agreement and that they are expressly provided for in writing. If this is the case, the exemption will then be valid only as a replacement or in addition to the clauses to which it relates. The other provisions of these General Conditions remain in any event fully applicable.

Redclear reserves the right to modify and / or supplement these general conditions at any time for future orders. Any change will have no impact on current orders and resulting contracts.

4 / OFFER AND ACCEPTANCE

4.1 The offer

All offers are put online with the greatest care. Redclear undertakes to provide sufficient information on the characteristics of the products, including technical descriptions and photos intended to illustrate these products. To do this, Redclear relies largely on the data provided to it by its partners and suppliers.

Each offer made by Redclear constitutes a simple invitation to the Purchaser to place an order and cannot therefore be considered as a binding offer with regard to Redclear. Offers made on the website are only valid within the limits of available stock. If a product you have ordered is not in stock, Redclear will notify you clearly by e-mail within fifteen (15) days of placing the order.

Redclear reserves the right to apply specific conditions to one or more offers, for example by giving it a limited period of validity, or a maximum quantity depending on the Buyer’s profile. These specific conditions will be explicitly communicated to you before placing the order.

If an offer is clearly the subject of an error or a fault, Redclear is not bound by it. Notorious or obvious errors in the indication of the price, such as obvious inaccuracies, can be corrected by Redclear, even after the conclusion of the contract.

Redclear can establish an individual offer when the Customer expressly requests it. Such a nominative offer is valid for fourteen (14) days, unless a different period has been indicated in the offer. These general conditions remain applicable to this offer, as well as to all the resulting contracts.

4.2 The prices

All prices are shown in euros and include VAT and all other taxes. Not included in the price of the individual product:

– delivery and installation costs, as well as any additional related costs (see shipping insurance);

– costs related to the use of particular payment methods, if they have been expressly communicated to the Purchaser.

PLEASE NOTE: Although Redclear does everything in its power to indicate a full price, certain special circumstances may lead to additional costs, such as in the case of additional insurance. These additional expenses, which include for example import duties, transport and delivery costs, postage or premiums, are assumed by the Buyer and are only communicated after confirmation of the order.

If the Buyer is acting within the framework of his business or professional activity, the price may be displayed excluding VAT and other taxes if he expressly requests it. The Purchaser must give us his company number for this.

Redclear has the right to modify the prices at any time, but undertakes to apply the prices indicated on the site when the order is placed. If the price change is due to changes in the VAT rate, this will be charged to the Buyer.

4.3 Acceptance

We provide an easy to use online ordering method for purchasing Redclear line products. When placing the order, the Purchaser must indicate in the form whether he is making the said order as a natural person or as a legal person. The purchase is binding for the Buyer as soon as he has finalized his order. Redclear will send an order confirmation, by e-mail, to the address indicated by the Purchaser, at the latest within seven (7) days of the order being placed. This order confirmation constitutes the moment of conclusion of the contract.

Redclear may at any time decide not to send an order confirmation or to unilaterally refuse an order, in an express declaration. If Redclear refuses the product order, there will be no question of an agreement and all payments already made will be promptly refunded.

If an order cannot be carried out or can only be carried out in part, Redclear will inform the Purchaser and possibly offer him an alternative product. If Redclear refuses the order or if the Buyer does not agree with the alternatives offered, there can be no question of a contract and all payments already made are promptly refunded. The Buyer then has no right to any form of compensation.

In accordance with the law of 11 March 2003 on certain legal aspects of information society services, the parties expressly agree that a contract is validly concluded through the use of electronic means of communication. To provide proof of the contract, Redclear may use all the electronic files at its disposal, within the limits authorized by law. In particular, the absence of a traditional digital or electronic quality signature in no way prejudices the binding force of the offer and its acceptance.

5 / DELIVERY, INSTALLATION, SUBCONTRACTING

5.1 Deadlines

Each order is always treated with the greatest care, within thirty (30) days of order confirmation. Regarding the “natural person” profile, the shipment is only made after receipt of payment. Regarding the “legal person” profile, sending can be done before receipt of payment. In exceptional cases, Redclear recognizes the right to stipulate a longer delivery time. These special delivery times will always be communicated to the Purchaser within a reasonable time after confirmation of the order. The delivery dates mentioned on our site are only indicative. The Purchaser can only terminate the contract if Redclear does not succeed in making the delivery within the exceptionally stipulated period. In such a case of termination, Redclear will promptly reimburse all sums paid, no later than fourteen (14) days after termination of the agreement.

5.2 Delivery method

The Buyer has the choice between the following different delivery methods:

• Delivery by means of an external transport service: bpost and DPD.
• Collection of products from Redclear offices (not for individuals).

The Buyer does not have the right to withdraw from the contract if the delivery method of his choice is not possible.

The use of external parties may have an influence on the delivery. Redclear assumes no responsibility if the delivery is too late, or if the order is lost due to the fault of third parties, unforeseen circumstances or a case of force majeure. If an order already sent is not delivered within the time indicated, an investigation is opened at the carrier, which may take several days. During this period, it is not possible to issue a refund or replacement shipping.

When delivery takes place by means of an internal or external carrier, there is delivery as soon as the products ordered are delivered to the address indicated. It is the Buyer’s responsibility to allow delivery to the agreed location, in his presence or in the presence of a third party designated by him. If delivery is unsuccessful due to the failure of the Purchaser or a third party designated by him, the costs of such attempted delivery will be fully borne by the Purchaser. If the Buyer is absent at the time of delivery, the Buyer must follow the procedure proposed by the external carrier.

5.3 Risks and installation

Redclear assumes the risk of damage and / or loss of the goods until the moment of delivery. The risk is transferred to the Purchaser as soon as the products ordered are received by the Purchaser or by a third party designated by him. In principle, each delivery requires the signature of a delivery confirmation, but the absence of such a signature has no impact on the transfer of risk.

5.4 Specific: finishing work

In the case of finishing work on materials transferred by the Client, Redclear is only responsible for carrying out its own work. Errors and defects in the materials transferred for finishing cannot be the responsibility of Redclear. The Buyer is aware that the system of guarantee of origin of the transferred materials could be canceled by the execution of these finishing works.

Redclear determines at its discretion when it will carry out this finishing work. The storage of the transferred materials before and / or after the finishing works on the land and in the buildings of Redclear takes place under the exclusive responsibility of the Purchaser. Redclear is in no way responsible for damage to materials transferred during storage.

5.5 Subcontracting and assignment

The seller may subcontract all or part of the execution of the sale to a third party without the prior written consent of the buyer. He may also transfer all or part of the sale to a third party without the prior written consent of the buyer.

6 / PAYMENT

The price as indicated in the order confirmation is the final price to be paid. If this price does not correspond to the price as it appeared at the last moment of the purchase confirmation, the Purchaser must inform Redclear within seven (7) calendar days following the confirmation of the order. The lodging of a complaint does not result in the suspension of payment.

Regarding credit cards and online payment methods below: subject to activation of these payment methods at the Redclear webshop.

Each payment is in principle processed immediately, i.e. at the time the order is placed by the Buyer. We accept the following payment methods:

• Credit cards (Mastercard, Visa, etc.)
• Debit cards (Maestro, Bancontact, etc.)
• Bank transfer
• Cash

Redclear takes all possible and appropriate precautions to ensure the security of your online transactions. We guarantee this security by using authorized payment partners and credit card issuers.

The secure system offered by Stripe is responsible for continuing to process the payment. This closed security system always processes your bank details in an encrypted manner. The necessary security measures are taken by the payment provider via SSL technology.

The Buyer can use a means of payment which does not involve immediate payment due to its nature, such as a bank transfer. The Buyer has a payment period of fourteen (14) calendar days from the date of the invoice.

IBAN: BE29 6451 0480 1764   BIC: JVBABE22    (Van Breda Bank)

SDI CONSULTING srl
Rue des Palais 33 boîte G7
1030 Brussels

Communication: your order number

The Buyer is automatically considered legally in default of payment if he fails to act within the stipulated payment period. Failure to pay gives rise to the collection of late payment interest of 12% of the amount of the invoice, in addition to compensation for the summons to pay up to 10% of the amount of the invoice, with a absolute minimum of € 75 and a maximum of € 2,000. These compensation costs are due immediately and automatically. Redclear may request reimbursement of all additional (extra-) judicial costs resulting from costs incurred as a result of the Buyer’s non-payment.

Redclear will perform its delivery obligation as soon as full payment of the price has been made. Redclear retains ownership of all products ordered until full payment of all amounts due under this contract, regardless of whether or not delivery has already taken place.

7 / DEFECTS AND COMPLAINTS

Redclear always has the ambition to satisfy customers with its products. However, the existence of defects and the formulation of complaints cannot be completely excluded. Our approach to warranty allows us to regain your satisfaction. Please note, this guarantee only applies if the conditions provided for are met. Additional commercial guarantees are always possible and are expressly communicated.

The legal guarantee as provided for by articles 1641 to 1649 of the Civil Code is fully applicable to this contract. Consequently, any Buyer has the right to compensation if he finds a lack of conformity of the goods sold, provided that the legal conditions are met. The Consumer also benefits from a two (2) year legal warranty. The Buyer cannot invoke his warranty rights if he was aware of the defects at the time of the sale.

Once the Buyer or a third party designated by him receives the products, the latter is required to examine them closely. The Purchaser must take the following actions in the event of non-compliance:

1. The Purchaser must communicate his complaint to Redclear in writing, explicitly and with reasons, and without any ambiguity. It is the Buyer’s duty to give sufficient reasons for his complaint, preferably by all reasonable technical means available, such as photos or videos. The complaint must be communicated:
   1. within seven (7) calendar days of delivery, if the product is affected by a defect visible from the outside;
   2. within seven (7) calendar days of becoming aware of whether the product is characterized by a hidden defect;
   3. Exception for Consumers: within two (2) months of becoming aware of whether the product is characterized by a hidden defect. All in accordance with the legal warranty period.
2. The Buyer must return the products within seven (7) calendar days of the communication of the complaint. Defective products must be sent to Redclear in their original condition, including packaging, accessories and documentation, and always accompanied by the invoice and valid proof of payment. Any violation of this obligation implies a proportional reduction of the reimbursement. The return costs are always the responsibility of the Buyer.

Return shipping is always at the Buyer’s own risk. Redclear recommends returning products by registered mail and with insurance, to avoid the risk of loss and theft.

The guarantee is not applicable to:

• Damage caused by normal wear and tear of the product or by accidental or intentional modifications made by the Buyer, including improper and incorrect use and exposure to moisture, fire, earthquake or other external causes.
• Damage caused by installation and use of products that do not comply with the instructions and information provided. These instructions and information are also transmitted by electronic means of communication.
• Damage caused after the removal of a seal between certain components and after the removal or degradation of the serial number and other product line codifications. The Buyer or an unauthorized third party may not remove this seal without the express written permission of Redclear or the manufacturer.
• Consumable items such as batteries, etc. which are supplied with.

In the absence of a reasoned complaint, the Buyer does not have the right to return the products. If the above conditions are met, the Purchaser is first entitled to repair or replacement free of charge, as far as the situation permits. Redclear is only required to reimburse when the repair or replacement no longer produces the same benefit for the Purchaser. The Purchaser must communicate this in a clear and motivated manner. Any resulting compensation can never be greater than the amount invoiced to the Purchaser.

If the conditions below are not respected and therefore goods are returned incorrectly, Redclear will return the products to the Buyer. The costs associated with this return shipment are the responsibility of the Buyer. In this case, Redclear is free to store the products with third parties for the account and at the risk of the Purchaser, as long as these return costs have not been paid.

8 / RIGHT OF WITHDRAWAL

8.1. When does the Consumer have a right of withdrawal?

Any Consumer has a right of withdrawal, in accordance with article VI. 47 of the Code of Economic Law, provided that the following conditions are met. In accordance with this right of withdrawal, the Consumer has the right to decide to renounce the purchase within fourteen (14) days from the day following delivery of the product. The Consumer is not required to pay any fine or compensation, nor should he justify his decision to make use of his right of withdrawal. Redclear, however, appreciates receiving feedback from you in order to improve our services.

If the Consumer makes valid use of his right of withdrawal, Redclear will reimburse the Consumer promptly, and certainly within fourteen (14) calendar days. Redclear will refund to the same bank account as the one from which it received the initial payment, unless the Consumer has expressly decided otherwise. In any case, no fee will be charged for the reimbursement.

Warning ! If the Consumer has chosen a delivery method that differs from the cheapest standard method, these additional delivery costs will not be reimbursed.

The Consumer does not have the right to renounce his purchase in the following cases:

• service contracts after the service has been fully performed if the performance has started with the express prior consent of the consumer, who has also acknowledged that he will lose his right of withdrawal once the contract has been fully performed by the consumer business (Article VI.53.1 ° Code of Economic Law);
• the supply of goods or services whose price depends on fluctuations on the financial market beyond the control of the company and likely to occur during the withdrawal period (Article VI.53.2 ° Code of economic law);
• the supply of goods made to the consumer’s specifications or clearly personalized (Article VI.53.3 ° Code of economic law);
• the supply of goods liable to deteriorate or expire rapidly (Article VI.53.4 ° Code of economic law);
• the supply of sealed goods which cannot be returned for reasons of health protection or hygiene and which have been unsealed by the consumer after delivery (Article VI.53.5 ° Code of economic law);
• the supply of goods which, after having been delivered, and by their nature, are inseparably mixed with other articles (Article VI.53.6 ° Code of Economic Law);
• the supply of digital content not supplied on a tangible medium if the execution has started with the express prior consent of the consumer, who has also acknowledged that he will thus lose his right of withdrawal (Article VI.53.13 ° Code of Law economic).

8.2 How to exercise this right of withdrawal correctly?

The Consumer who wishes to invoke his right of withdrawal must always communicate it to Redclear expressly and without any ambiguity, and must be in writing. This communication must take place within fourteen (14) calendar days from:

• from the day of (physical) receipt of the products (in the event of a sales contract)
• from the day of conclusion of the contract (in the case of a service contract)

It is up to the Consumer to prove that he can rely on his right of withdrawal. He will have to communicate to Redclear, in a clear manner, the following information:

• Mention of the following three dates: date of the order, date of receipt and date on which the right of withdrawal is invoked;
• Name and address of the Consumer;
• Signature of the Consumer.

After having brought his decision to the attention of Redclear, the Consumer must promptly return the goods to it, within fourteen (14) calendar days of the communication. This return shipment must be sent via a recognized carrier. The return of an order is in all cases at the expense and risk of the Consumer. Redclear reserves the right to suspend the refund as long as no proof of the return has been provided by the Consumer.

The Buyer is responsible for the decrease in value of the goods resulting from their handling if this goes beyond what is necessary to determine their nature, characteristics and functioning. Redclear is entitled to take this decrease in value into account proportionately when reimbursing.

An abusive use of the right of withdrawal is established by the Consumer, when he does not meet the conditions prescribed above. In this case, the products will be returned to the Consumer, for his own account and at his own risk. Redclear undertakes to clearly communicate the reasons for the return to the Consumer.

9 / FORCE MAJEURE

If Redclear is prevented in whole or in part from respecting its obligations towards the other party due to a circumstance beyond its control, it is then a question of force majeure. In this case, Redclear is not bound to respect its obligations towards the other party. Redclear is entitled to suspend its obligations for the duration of the force majeure.

10 / INTELLECTUAL PROPERTY

All intellectual property rights and all derived rights remain the property of Redclear and / or the beneficiary. Intellectual property rights include copyright, trademark law, design law and / or other (intellectual property) rights, including know-how, methods and technical concepts and / or or commercial which may or may not be patented. The Buyer does not have the right to use and / or make changes to the intellectual property rights described in this article, except for simple private use of the product itself.

11 / PROCESSING OF PERSONAL DATA

The information you have given is necessary for the processing and completion of orders, and for drawing up accounts and warranty contracts. If this information is missing, the order will be immediately canceled. The transmission of incorrect or falsified personal data is considered a violation of these Terms of Sale. The Buyer’s personal data will be processed exclusively in accordance with the Privacy Statement in force, available on the Redclear website.

12 / APPLICABLE LAW AND COMPETENT COURT

Belgian law is applicable, to the exclusion of any other, to all offers and contracts. The applicability of the Vienna Sales Convention is expressly excluded.

All disputes related to or arising from offers of Redclear, or contracts concluded with it, will be subject to the jurisdiction of the courts of the courts of the judicial district of the place where Redclear has its registered office.