2022-01-01 – v2.00
1. These general terms and conditions of sale (hereinafter, “GTC”) are applicable to all orders placed with the company “InnoRehab SRL” (hereinafter, “InnoRehab”) – by any third party (natural person or legal entity) acting for purposes that fall within the scope of their commercial, industrial, artisanal or liberal activity and who purchase the product(s) referred to below with a view to their resale (hereinafter, the “Reseller”).
2. InnoRehab is a company specializing in the optimization of walking and movement for the elderly and people who are less able-bodied as a result of an accident, chronic illness or stroke (hereinafter the “End User”). InnoRehab develops, produces and markets solutions and equipment for walking assistance and rehabilitation, including the Wheeleo®. Wheeleo® is a medical device for mobility assistance, which improves the quality and fluidity of walking for its users (hereinafter, the “Product”).
3. The contact details for InnoRehab are as follows:
Avenue des combattants 93A,
1340 Ottignies-Louvain-la-Neuve
ECB no. 0761.446.337.
e-mail: info@wheeleo.eu
Tel. no.: +32(0) 479 09 08 03
4. The General Terms and Conditions are attached to the invoice when the order is placed. These are deemed to be known and accepted in their entirety, and the Reseller waives the right to invoke its own conditions and any other provisions it may have stipulated. The Reseller’s acceptance of the GCS results either (i.) from the Reseller’s signature on any document referring to them, or (ii.) from the Reseller’s failure to object in writing within seven (7) days of receipt of the first document bringing them to his attention. They cannot be contested in the event of an ongoing commercial relationship.
5. Any deviation therefrom shall require the express written consent of InnoRehab alone.
1. For each order of Products, a confirmation email is sent by InnoRehab based on the information provided by the Reseller. In the absence of objections or remarks within 2 calendar days of the sending of the confirmation email, the order becomes irrevocable and definitive for the Reseller, and entails the obligation to pay.
2. Certain orders may be subject to the payment of a deposit or an advance on certain costs. In this case, the order will only be taken into account after payment of the deposit. In the event of cancellation of an undelivered order at the Reseller’s request, the deposit and other amounts already advanced are non-refundable.
3. Any modification of the order may lead to a price revision.
4. Prices are quoted in euros (EUR) and exclude value added tax (VAT), shipping and delivery costs. The prices stated in the invoice only apply to the supply of the Products described in the invoice, to the exclusion of all others which, when subsequently ordered by the Reseller, will be invoiced in addition to the price initially agreed.
5. InnoRehab reserves the right to modify its prices at any time. Nevertheless, the prices applicable to the order are those in force at the time of order confirmation.
1. The Reseller who places the order guarantees full payment of the invoice when due, even if the invoice is to be made out in the name of a third party.
Payment for the Product(s) is made after receipt of the invoice either by bank transfer via the account number below, or via one of the payment methods shown on the invoice. Any other payment will be deemed null and void.
IBAN: BE23 0689 4002 3791
BIC: GKCCBEBB
2. Any dispute relating to invoicing must reach InnoRehab in writing within five (5) days of the date of issue of the invoice.
3. Unless otherwise agreed, the Reseller shall pay invoices within 30 days of receipt.
4. In the event of non-payment by the due date, InnoRehab reserves the right – without prior notice – to suspend or terminate any current or future orders. In addition, invoices will be subject to a flat-rate penalty of 15% of the invoiced amount, with a minimum of 60EUR, as well as conventional interest at the rate of 12%. Any sums still due will automatically become payable. In the event of cancellation of the orders referred to in the preceding paragraph, the advance payments made shall remain the property of InnoRehab.
5. All payments made by the Reseller shall be without discount or set-off.
6. Legal costs and expenses incurred by InnoRehab in the recovery of sums due shall be reimbursed by the Reseller.
1. Delivery is made in accordance with the option chosen by the Reseller at the time of ordering, who alone assumes the risks associated with delivery.
2. Deliveries are usually made by ordinary parcel post or by private carriers. If the Reseller is absent at the time of delivery, the Product may be collected at the place and in the manner described on the delivery notice left by the postal services or private carriers. InnoRehab cannot be held responsible for any damage resulting from the absence of the Reseller at the time of receipt.
3. In the event that the Products are to be collected by the Reseller from InnoRehab, the Reseller shall give 24 hours’ notice of arrival for collection of the Product(s). The Reseller is solely responsible for securing his load and for the maximum weight supported by the means of transport used. Under no circumstances shall InnoRehab be held responsible for the loss and/or deterioration of the Product(s) during transport or for any damage caused to the means of transport, in particular due to overloading.
4. Any dispute as to the conformity of the Product(s) delivered must be indicated on the delivery note and communicated to the carrier or to the person appointed for this purpose at InnoRehab, by registered letter with acknowledgement of receipt to the registered office of InnoRehab accompanied by a copy of the purchase document, within (3) days of the date of receipt of the Product(s). The absence of any dispute in accordance with the aforementioned rules implies the Reseller’s unconditional and unreserved acceptance of the fact giving rise to the claim and, de facto, the definitive renunciation of any claim in this respect.
5. The resale of the Product or the use of part of it automatically entails the approval of the entire order.
6. The partial absence of part of an order does not entitle the Reseller to refuse the totality of the products delivered.
1. In the event of sale of the Products, and notwithstanding Article 1583 of the Civil Code, the material delivered remains the property of InnoRehab until full payment. The Reseller undertakes to take all measures to preserve the goods and to keep them available to InnoRehab. In the event of seizure, bankruptcy, or any similar situation, the Reseller undertakes to bring this clause to the attention of the persons concerned and to immediately notify InnoRehab. This provision is without prejudice to the transfer of risk described in the previous article.
1. The delivery times indicated begin at the time the Reseller receives the confirmation e-mail. Unless expressly stipulated otherwise, the delivery time for the Product(s) is given as an indication only. InnoRehab makes every effort to meet delivery deadlines, but cannot be held to an obligation of result.
2. Any changes required by the Reseller during the execution of the order may result in an extension of the delivery period and an increase in the agreed price. In addition, the agreed deadlines are extended by any delay on the part of the Reseller in supplying the elements required for InnoRehab’s orders or in paying the agreed price.
3. Except where the delivery time is stipulated as an essential condition of the contract, a delay in the delivery of the Product may not under any circumstances give rise to the cancellation of an order and/or the rescission of these GCS, nor to the payment of compensation of any kind whatsoever.
1. The Reseller can in no way claim to have intellectual property rights (trademarks, designs, copyrights, patents, etc.) on the Products. The use of the Products by the Reseller is only authorized in the context of the resale of the Products.
2. The Reseller agrees not to use, register or cause to be registered any designs, trademarks, trade names or other distinctive signs identical or similar to those owned by Innorehab or made available by InnoRehab.
1. The Reseller shall treat as confidential all information transmitted by InnoRehab, except information that InnoRehab has made public or information that is normally accessible to the public. Except with prior written authorization, the Reseller shall not disclose to third parties, disseminate or use for any purpose other than in the context of its collaboration with InnoRehab, any confidential information relating in particular to InnoRehab’s activities, its business strategy, its business plans, its Resellers or associated companies, of which it may have become aware, either during or beyond the period of collaboration between them.
1. In order to invoke the benefit of the warranty for latent defects, the Reseller or End User must notify his claim relating to latent defects by registered letter addressed to InnoRehab’s head office within a maximum period of one (1) month after he has noticed or should normally have noticed the defects. The invoice serves as the warranty certificate and must be kept by the Reseller and produced as the original.
1. Without prejudice to Article 9, InnoRehab shall not be liable for any damages as a result of any problems, damages and claims incurred by the Reseller and/or arising after acceptance of the Product(s), including those arising from any tampering with the Product by the Reseller or any person under its responsibility or by third parties.
2. InnoRehab’s liability is limited to compensation for direct damage resulting from its gross negligence or fraud. InnoRehab’s liability shall be limited to the refund of the price of the non-conforming part or its replacement and shall not give rise to any compensation. In no event shall InnoRehab be liable for indirect damages, such as, but not limited to, loss of material or time, financial or commercial loss, loss of profits, increased overheads.
3. Without prejudice to other more specific provisions in the GTC, in order to be valid, any complaint by the Reseller must be communicated in writing within eight (8) calendar days of becoming aware of the fact giving rise to the complaint. The absence of any dispute in accordance with the aforementioned rules implies the Reseller’s unconditional and unreserved acceptance of the fact giving rise to the claim and, de facto, the definitive renunciation of any claim on this account.
4. The Reseller remains solely responsible for the choice of the Product(s), their suitability for his needs and their use. Any use of the Product(s) not in accordance with its intended use is the sole responsibility of the Reseller, to the exclusion of InnoRehab.
5. Prior to any use of the Product(s), the Reseller undertakes to acquaint himself with the technical specifications of the Product(s) as well as of any products of other manufacturers if these are to be used with the Product(s).
6. InnoRehab shall in no event be liable for any inaccuracy in the information provided by the Reseller.
7. The Reseller is responsible for complying with all applicable laws and regulations concerning the importation and use of the Products and, where applicable, any laws and regulations applicable in its country of residence.
1. InnoRehab and the Reseller agree to cooperate independently as merchants. Nothing in these GCS shall be construed as creating any form of subordination. The Reseller acknowledges that it is neither a sales agent, nor a business contributor, nor an exclusive distributor of InnoRehab.
2. Any commercial relationship going beyond the framework set out above, as well as any exclusivity of any kind, must be the subject of an express agreement signed by both parties.
1. With the exception of the legal warranty, the Reseller alone assumes the consequences of the resale of the Product(s) towards the End User. In this respect, it will be solely responsible for providing information and advice to the End User. In particular, the Reseller will draw the End-User’s attention to the fact that the Product is a medical device which cannot be used without the prior advice and consultation of a healthcare professional. Any use of the Product must be supervised and supervised in accordance with the conditions of use of the Product and the additional recommendations of the healthcare professional.
2. If the Reseller opts for distance selling or selling away from his place of business, he alone shall bear the consequences of any right of withdrawal.
3. Where these GCS condition or limit the exercise of certain rights or remedies of End Users, Resellers shall be obliged to apply the same restrictions to End Users by their own GCS, insofar as legally permitted. The Reseller alone shall bear the consequences of any inaccurate or incomplete transposition of the GCS.
4. Without prejudice to the foregoing and subject to prohibited unfair practices within the meaning of Article VI.104 CDE, the Reseller alone will determine the terms and conditions of resale to the End User. In order to assist Resellers in setting such terms and conditions, InnoRehab will, however, provide Resellers with a suggestive list of prices that may be applied to the resale of the Products.
1. InnoRehab or the Reseller shall not be liable in the event of fortuitous circumstances or force majeure.
2. A case of force majeure is any event which may be foreseeable but which is unforeseen beyond the control of the parties and which renders the performance by a party of one or more of its obligations either impossible or substantially more difficult (such as, in particular : war, riot, revolution, insurrection, strike or lock-out within a party’s company, fire, flood, earthquake, storm, failure of telecommunications systems, power cut, supplier delay, technical incidents, stock shortage known to the Reseller at the time of placing its order, labor shortage beyond the seller’s control, confinement due to epidemic, etc.).).
3. The party invoking force majeure shall notify the other party as soon as possible of the occurrence of the event.
4. Obligations affected by the force majeure event, as well as any reciprocal obligations of the other party, are suspended for the duration of the force majeure event.
5. If the case of force majeure lasts for more than eight (8) months, each of the parties has the right to terminate the collaboration with immediate effect and without compensation by means of a registered letter sent to the other party.
1. As part of the order process, the Reseller is required to provide personal data.
2. In this case, the data controller is :
InnoRehab SRL
Avenue des combattants 93A,
1340 Ottignies-Louvain-la-Neuve
email : info@innorehab.be
3. InnoRehab undertakes to process such data in accordance with the applicable regulations on personal data and in particular Regulation 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
4. All relevant information concerning the processing of this data is available on the Privacy Policy page.
1. InnoRehab’s failure to invoke any provision of these GTC at any time shall not be construed as a waiver of any subsequent rights under these GTC.
2. The cancellation or invalidation, in whole or in part, of one of the provisions of these GTC shall not invalidate the whole of these GTC. The parties undertake to replace the illegal or invalid clause with a similar clause having an equivalent legal or economic effect.
1. The GTC are governed exclusively by Belgian law. The Reseller and InnoRehab reject the application of the regime on contracts for the international sale of goods (CISG).
2. In the event of any dispute relating to the validity, application, interpretation or performance of these GTCs and of orders in general, whether towards the Reseller, the End User or third parties, the courts of the judicial district of InnoRehab’s registered office shall have exclusive jurisdiction.
3. Before taking any steps towards the judicial resolution of a dispute, the Reseller undertakes to attempt to resolve the dispute amicably by contacting InnoRehab directly and then to attempt to resolve the dispute by mediation, before resorting to arbitration, litigation or any other means of dispute resolution.
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