General terms and conditions
ARTICLE 1: GENERAL PRINCIPLES
1.1 These general conditions of sale constitute the regime to which CB POWER SRL- hereinafter referred to as "the seller" - subordinates the sale of its products to automotive professionals, namely companies carrying out, on a regular basis, a trade in cars and light motor vehicles or as a preparer in the broad sense of engines. By placing an order, the buyer avails himself of his quality of professional buyer and assumes his responsibility as a contractor in this capacity without the need for the seller to carry out any verification whatsoever of said quality. Any sale of hardware and/or software made by the seller is therefore governed by the said conditions (hereinafter referred to, for convenience, as the "GTC") as well as by the terms of the order form relating to the operation of relevant sale. Consequently, the fact for the buyer to place an order with the seller implies: - full and unreserved acceptance by the buyer of the GCS as well as the terms of the order form relating to the sale transaction concerned. - waiver by the buyer to avail himself – in any capacity, at any time and in any form whatsoever – of provisions contrary or not expressly provided for in the GTC or the order form relating to the sale transaction concerned.
1.2 The fact that the seller does not avail himself at a given time of any of the provisions of the GCS cannot be interpreted as a waiver by the seller to avail himself of it later.
ARTICLE 2: ORDER
2.1 Any sale will be the subject of an order form drawn up by the seller and duly completed by the buyer and signed by the seller and the buyer. 2.2 Except in the case of force majeure (cf. article 4.7), no order may be canceled in whole or in part, or more generally modified, by the buyer during the processing of the said order by the seller, except with the seller's written agreement in that Sens. 2.3 The benefit of the order is personal to the buyer and cannot be transferred without the prior written consent of the seller.
ARTICLE 3: PRESENTATION AND PROMOTION OF MATERIALS
The information and indications given by the seller on its presentation and promotional materials - whatever the form and medium - are given for information only and are not contractual and cannot therefore bind the seller, who retains all ability to modify any elements appearing on the aforementioned media.
ARTICLE 4: DELIVERY
4.1 Except for specific provisions formalized on the Purchase Order, sales are understood to be Ex-Storage Park of the seller or any other place designated for this purpose by the seller. The place of delivery is indicated for this purpose on the Order Form. In the event that the buyer does not proceed directly to the removal of the order, the buyer will inform the seller of the name of the carrier to which the vehicle subject of the order must be entrusted. 4.2 At the request of the buyer and subject to the prior and express consent of the seller, the seller may deliver the equipment covered by the order to the place indicated by the buyer. In such circumstances, the seller will inform the buyer of the terms and conditions (see in particular date and price) relating to this service. In the event of acceptance by the buyer of the said terms and conditions, the price thus determined will be invoiced by the seller to the buyer.
- That the seller has for this purpose full freedom in the choice of the means of transport as well as concerning the choice of the carrier.
- That delivery is to the agreed place of delivery as shown on the order form.
4.2 At the request of the buyer and subject to the prior and express consent of the seller, the seller may deliver the equipment covered by the order to the place indicated by the buyer. In such circumstances, the seller will inform the buyer of the terms and conditions (cf. including date and price) relating to this service. In the event of acceptance by the buyer of said terms and conditions, the price thus determined will be invoiced by the seller to the buyer. It is specified: That the seller has for this purpose complete freedom in the choice of the means of transport as well as regarding the choice of carrier. · That delivery is to the agreed place of delivery as shown on the order form.
4.3 The buyer must take possession of the equipment on the date and at the place indicated for this purpose by the seller. Insofar as the seller does not have on the date of establishment of the order of the elements necessary to set a precise delivery date, the seller will indicate to the buyer the estimated delivery period of the equipment. The delivery date will be communicated to the buyer by the seller as soon as the seller has the information allowing him to stop said date. Buyer shall indemnify Seller for all costs incurred, and damages possibly suffered by the seller related to the buyer's non-compliance with the commitments defined below. above – this without prejudice to the right of the seller, if the latter so wishes, to terminate the sale by causes the exclusive wrongs of the buyer.
4.4 The transfer of risks takes place: · During the removal of the equipment by the buyer at the place indicated for this purpose by the seller in the case of a sale Departure Seller's stockyard or any other place designated for this purpose by the seller (see section 4.1). · Upon delivery of the equipment to the place indicated on the order form in the case of a delivery by the seller of the equipment at the place of delivery indicated by the buyer (see article 4.2). From this moment, the material object of the order is in the custody of the buyer who fully supports the risks of loss and, more generally, the damage that said equipment could suffer or cause – this for any reason and in any capacity whatsoever.
4.5 The seller will endeavor to respect the delivery time communicated to the buyer. However, the deadlines are given for information only, any overrun cannot give rise to the benefit of the buyer to any compensation or cancellation of the order.
4.6 The seller reserves the right, if necessary, to carry out – in the context of a sale of several materials – the delivery in a global or split way – this without compensation for the benefit of the buyer.
4.7 The occurrence of an event of force majeure releases at the discretion of the seller - temporarily or definitive – the seller of any delivery commitment and this, without compensation for the benefit of the buyer. Deriving from such a situation – without this list being exhaustive – the events following: destruction affecting all or part of the seller's facilities, serious public disorder, armed conflicts, strikes, riots, government actions, epidemics, blocking the means of transport and communication, natural disasters, cold spells, technical unavailability, exhaustion of stocks and possible delays of the seller's suppliers, and more generally all events or causes beyond the control of the seller, hindering and/or stopping the supplies and/or deliveries of the seller or those of its suppliers and/or service providers, and preventing the seller in good faith from delivering the order
ARTICLE 5: RECEIPT OF EQUIPMENT
Upon delivery of the equipment (see article 4), the buyer carries out all the examinations necessary to detect any damage or non-conformity and check in particular the nature, condition, characteristics of the equipment and, more generally, ensures that the equipment delivered conforms to the order concerned In all circumstances, any reservation or dispute relating to the conformity of the delivery must, upon receipt of the equipment and in the presence of the seller (cf. article 4.1) or the carrier (see article 4.2): · be mentioned by the buyer in an explicit and detailed manner on the collection slip or transportation · without prejudice to the provisions to be made by the buyer with regard to the carrier (cf. article 4.2), be immediately brought to the attention of the seller (fax) and confirmed within 3 working days to the seller by registered letter with acknowledgment of receipt.
ARTICLE 6: RETURNS
No return of material can be made without the prior written consent of the seller. Any material returned without the seller's agreement is carried out at the expense and risk of the buyer and will not give rise to the establishment of a credit note. Buyer shall indemnify Seller for all costs borne by the seller – and damages possibly suffered by the seller – directly or indirectly related to such unauthorized return. Pending this possible consent, the aforementioned equipment must be kept by the buyer at the disposal of the seller at the buyer's premises. He it is up to the buyer to provide the seller with all information and justification concerning the defect or the alleged non-compliance – the buyer must leave the seller with full discretion and take all provisions so that the seller can proceed himself, or through any person that the seller will have decided to substitute for this purpose, upon examination of the material claimed to be affected. HAS To this end, the buyer must in particular refrain from intervening himself or from having recourse to a third party to this end and must take all measures to preserve the integrity of the material claimed to be defective or improper. Non-compliance by the buyer with these provisions will exclude any recourse against the seller and will exonerate the latter from any possible liability.
ARTICLE 7: RESPONSIBILITY
The equipment is sold by the seller as is and on the basis of the information available to the seller on the date of conclusion of the order. The seller does not carry out any reconditioning, nor hardware expertise. It may, if necessary, be carried out by the seller - at his discretion - a estimate of the costs of restoration concerning the external appearance. The buyer has in his capacity automotive professional with all the required skills allowing him to appreciate the condition of the equipment and remains solely responsible for the choice and suitability of the equipment ordered for its expectations. In the event of non-conformity of the material - and insofar as it will have been definitively recognized that this is exclusively the responsibility of the seller - the responsibility of the seller is strictly limited, at Seller's discretion, to the obligation to repair or exchange of equipment or reimbursement of the price paid by the buyer to the seller concerning the non-compliant material
ARTICLE 8: PRICE
The material is sold at the price mentioned on the order form. Any tax, duty, duty or other benefit to be paid in application of Belgian regulations, or those of an importing country or of a country transit, are the responsibility of the buyer.
ARTICLE 9: TERMS OF PAYMENT
9.1 The order is paid according to the terms appearing in the order form.
9.2 In general, settlement is operated as follows: Equipment available on the seller's storage facility at the time of the award of the order: the payment is fixed at 8 working days from the date of conclusion of the said ordered. Equipment not available on the seller's storage facility at the time of the award of the order: payment is set at 8 working days from the date on which the seller informs the buyer of the date of entry of the equipment into the seller's storage facility. No collection (cf. article 4.1) or delivery (cf. article 4.2) will take place as long as the payment full price will not have been made by the buyer.
9.3 Payment is made in Euros (€) and by bank transfer. Orders are payable in all circumstances at the registered office of the seller or at any place designated for this purpose by the seller. The order is considered settled when the amount which appears therein is definitively credited to the bank account of the seller or any other person expressly indicated by the seller to the buyer. It is understood that the mere delivery of a title creating an obligation to pay does not constitute not a payment within the meaning of this clause, the claim of the seller on the buyer subsisting with all warranties attached thereto, including retention of title, until the payment has been made in full. No claim by the buyer will be of such a nature as to allow the aforementioned deadline to be postponed.
9.4 No discount is granted by the seller in the event of early payment by the buyer.
9.5 Any sum not paid on the due date will give rise to the automatic payment of penalties of delay calculated on the amount of the sum remaining due at the rate of three times the legal interest rate in force. These penalties run from the day following the date of payment appearing on the invoice until full payment of the amount. Failure to pay a single invoice renders, at Seller's discretion, immediately due and payable the amount of the other invoices remaining due to the seller – all the sums in question immediately producing interest according to the methods defined in this paragraph. The said penalties do not prevent the option available to the seller to obtain in addition to the payment of any damages in return for the damage suffered by the latter. Without prejudice to what is indicated in the preceding paragraph, the seller may of his own free will, without prejudice to the ability to obtain in addition the payment of any damages in this respect:
suspend its obligations concerning the order affected by the delay as well as all orders in progress until full payment of the sums that the buyer remains owed to him;
automatically terminate the order, the seller being able – if the buyer were to fail in his obligation to return the material in question – to regain possession of the said material.
This termination will not affect only the current order but also – if the seller so wishes – all or part of the previous or future unpaid orders, whether delivered or in the process of being delivered and that their payment is due or not.
offset the amount of the unpaid invoice with any sums owed by the seller to the buyer.
The buyer must reimburse all the costs borne by the seller and caused by the contentious recovery of sums due.
9.6 Any deduction or set-off by the buyer is expressly excluded – unless otherwise agreed prior written notice from the seller. The collection by the seller of payment vouchers comprising deductions or compensations made by the purchaser shall not constitute implicit acceptance by the seller of such practices. 9.7 Any deterioration of the buyer's credit and in general any modification - whatever either the origin – of the buyer's situation – may justify the requirement of guarantee(s) and/or special terms of payment set by the seller, or even the refusal by the seller to give following the orders made by the buyer.
ARTICLE 10: RETENTION OF OWNERSHIP
The materials are sold with a clause expressly subordinating the transfer of their ownership full payment of the price in principal and accessories as defined in the GCS. The provisions below above do not prevent from the delivery of the materials (as defined by the GTC) the transfer to the purchaser of the risks of loss or deterioration of the materials subject to retention of title as well as than any damage they may suffer or cause. The buyer must take out insurance guaranteeing all the risks arising from the delivery of the materials covered by the order and allowing the seller to be directly compensated. The buyer shall – with regard to the materials whose payment will not have been made – ensure at all times that these are individualized and identified as property of the seller and cannot in particular be combined or be the subject of a claim by third parties (the buyer must oppose such claim and notify the seller in such circumstances). The buyer agrees not to give pledge or assign in any form whatsoever, by way of guarantee, the ownership of the materials. The buyer will also notify in writing – in the event of resale of the equipment subject to the retention of title to a third-party purchaser and the price of which has not been fully paid by the buyer to the seller – that the said material is subject to a retention of title clause.
The materials may be, at any time, and without the need for prior warning, taken back – at the expense of the buyer – by the seller in the event of non-performance of his obligations by the buyer, without prejudice the payment, to the benefit of the seller, of all damages in this regard. The seller and/or his carrier will therefore be authorized to enter the buyer's premises to remove the materials covered by the retention of title clause. This procedure is not exclusive of other legal actions or proceedings that the seller may decide to initiate. The buyer undertakes in the event resale of equipment covered by the retention of title clause to recognize the resale price separately and, more generally, to take all measures to establish the concordance between the sum thus collected from the sub-purchaser and the sale price remaining due to the seller – this in such a way as to enable the seller to obtain payment of the said sale price.
ARTICLE 11: APPLICABLE LAW – COMPETENT JURISDICTION
11.1 Sales made by the seller – and more generally existing commercial relations between the seller and the buyer – are exclusively subject to Belgian law.
11.2 It is expressly specified that sole jurisdiction, in the event of a dispute of any kind, will be dispute relating to the validity, the execution or the opposability, or difficulty of interpretation of the GCS and more generally concerning the commercial relations existing between the seller and the buyer, the Belgian commercial court in whose jurisdiction the registered office of the seller, unless the seller prefers to seize any other competent court. This clause applies even in the event of summary proceedings, incidental claims or multiple defendants, and regardless of be the mode and terms of payment as accepted under the conditions defined below by the seller.
12 License agreement – technical part
This User License Agreement is an agreement between any end user (hereafter after "you") and CBpower, a limited liability company, registered in the Register of Commerce et des Sociétés, under number 0892 335 563., whose head office is located rue des Hêtres 114 6600 Bastogne, Belgium (hereinafter “we” and “CBpower”).
This agreement is a software license agreement, the purpose of which is to grant you a right of use on the software developed by CBpower under the conditions described by this contract, of which you expressly acknowledge having read. Please carefully read this agreement governing your use of the software. downloaded from our website, as well as all related documentation. Accessibility to the source code and the resulting copy and modification rights have in return for offering you only a limited warranty. In this regard, your attention is drawn to the risks associated with the loading, use, modification and/or development and reproduction of the software by you, which may make it complex to handle and which therefore reserves it for developers or knowledgeable professionals with in-depth computer knowledge.
By purchasing and downloading, configuring or using the software and its documentation, you unreservedly accept the terms of this User License Agreement and you agree to be bound by this contract.
Article 12.1 - Definitions Each of the expressions mentioned below will have, in the present, the meaning that is given to him, namely: “Agreement”: Refers to this license agreement, its possible subsequent versions and annexes; “Source Code: Refers to all the instructions and program lines of the Software and to which access is necessary in order to modify the Software; “Object Code” Refers to the binary files resulting from the compilation of the Source Code; “Software”: Means the software in its form of Object Code and/or Source Code and if necessary, its Documentation, allowing the control of the engine parameters of the land and water vehicles (cars; jet skis; motor boats; motorbikes/quads, trucks) and its operation, developed by CBpower and which you wish to receive in license on the terms described herein; “Server”: CBpower server from which you can download the Software.
Article 12.2 - Scope of the rights granted
2.1. By accepting this Agreement, you receive a personal, non-exclusive, transferable and sublicensable for the use of the Software and, where applicable, any associated documentation, for the duration of this Agreement, to program and monitor engine parameters land and water vehicles and their operation.
2.2. You are authorized to use the Software, it being specified below that this includes, in the extent permitted by applicable law:
the reproduction of the Software in whole or in part by any means and in any form by downloading the Software from the Server; loading, displaying, running, or storing the Software on any medium; the possibility of observing, studying or testing its functioning in order to determine the ideas and principles that underlie any element of this Software; and this, when you carry out any operation of loading, posting, passage, transmission and storage of the Software that it is entitled to carry out in under this Agreement, and; the right to make contributions/improvements to the Software in order to ensure its operation.
2.3. The right to make contributions includes the right to make any modification/improvement to the Software.
Article 12.3 - Intellectual Property
3.1. CBpower is and remains the sole owner of the intellectual property rights relating to the Software, as well as the associated Documentation, allowing it to grant you a right of use under this Agreement. The authorization of use granted by CBpower
under this Agreement does not transfer any intellectual property to your profit. 3.2. If you have developed a Contribution, you are the holder of the rights of intellectual property relating thereto under the conditions defined by the applicable legislation.
Article 12.4 - Installation and configuration
4.1. After downloading from the Server, you will install, under your sole responsibility and at your sole risk, the Software, if any, using the Documentation delivered by CBpower for this purpose. 4.2. Any configuration necessary to access the Software is your responsibility and financial. We cannot be held liable for access difficulties related to the configuration you operate.
Article 12.5 - Warning
12.5.1. It is your responsibility to ensure in particular:
The adequacy of the Software to your specific objectives and needs;
To have the skills and means necessary to implement and use the Software;
Respect by any employee, employee, and more generally any person working on your behalf of the commitments entered into under this Agreement, particularly in terms of compliance with the conditions of the license, property rights intellectual property and confidentiality. You will be held responsible for the acts of these persons violating the provisions of the Contract.
12.5.2. You agree not to use the Software illegally or in a way that would harm the rights of CBpower or a third party.
12.5.3. In the event of a lawsuit or complaint lodged against CBpower by a third party due to (a) acts attributable to you and/or (b) lack of action on your part, you you undertake to defend, indemnify and exonerate CBpower from all liability.
Article 12.6 - Warranty
12.6.1. CBpower does not guarantee that the Software will meet your needs; that he will work with other hardware, especially electrical, software, firmware, systems or data, including in particular the input data that you will provide, not having been provided by CBpower and that you decide to use; that the Software will operate without interruption and error-free, error-free, complete, and/or current.
In the event of a dispute, the French version of this document refers