General Terms and Conditions

1. Préambule

La SA TEONIA, whose registered office is at Avenue Louise, 503 1050 Brussels (Belgium), registered with Banque Carrefour des Entreprises under number BE0533.711.618 (RPM Brussels) (hereinafter « TEONIA ») develops and markets devices for these aesthetic treatments under the brand name dépos&e&e NEOCURE (hereinafter « Products »).

These provisions set forth the general terms and conditions of sale (hereinafter the "Terms and Conditions") of the Products developed and/or marketed by TEONIA exclusively to professional customers. A professional customer is any natural person or legal entity pursuing an economic goal on a long-term basis within the meaning of Article I. I, 1° du Code de droit économique et qui agit à des fins entrant dans le cadre de son activité commerciale, industrielle, artisanale ou libérale (ci-après dès d&egraute;s nommés le(s) « Client(s) »).

For the purposes hereof, it is agreed that TEONIA and the Customer(s) shall be collectively referred to as the « Parties » and individually referred to as the « Party ».

2. Scope – Purpose

2.1. The purpose of these GTS is to define the rights and obligations of the Parties arising from the sale of the Products.

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By the mere fact of soliciting an offer or placing an order of any kind with TEONIA, the Customer automatically accepts the application à and hereby waives the right to assert its own general or special terms and conditions of purchase.

2.2. Catalogs, prospectuses, manuals, price lists, drawings and photographs provided to the Customer by TEONIA outside of the offers made by TEONIA or order confirmations issued by TEONIA are not contractually binding, unless expressly stated otherwise.

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2.3. Orders recorded by TEONIA’s agents, presentees or representatives, as well as information communicated or commitments made by them, shall only be binding on TEONIA upon TEONIA’s express confirmation.

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3.  Price

3..1. Products will be invoiced on the basis of the price list in effect on the date the order is placed. The unit prices of the Products are indicated in euros and are exclusive of tax and shipping costs.

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TEONIA reserves the right to modify Product prices at any time, subject to notification of new prices to the Customer via the merchant site. The modified prices will apply to orders placed after this date.

TEONIA reserves the right to modify the prices of the Products at any time upon notification of the new prices to the Customer via the merchant site.

3.2. The price indicated on the invoice is the final price expressed inclusive of all taxes and including VAT. This price includes the price of the Products, the costs of handling, packaging and preservation of the Products, and shipping costs.

4. Payment

4.1. TEONIA's invoices are payable in euros, without discount, at TEONIA's head office, in cash on the invoice date, unless otherwise agreed. TEONIA reserves the right to modify these terms of payment (payment on account, payment before delivery, payment before manufacture, etc.) for new customers or large orders. All bank charges relating to payment are to be borne by the Customer.

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4.2 Any complaint regarding the invoice must be notified by TEONIA no later than eight (8) days after receipt, failing which it will not be taken into account and the invoice will be considered accepted.

4.3. Any invoice that remains unpaid after the due date will automatically, and without formal notice, incur late payment interest calculated in accordance with article 5 of the law of August 2, 2002 concerning the fight against late payment in commercial transactions. In addition, the principal amount shall be increased by a lump-sum compensation of fifteen percent (15%) with a minimum amount of EUR 75. Any invoice not yet paid will also become immediately due and payable.

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4.4. Any default or delay in payment on the part of the Customer shall entitle TEONIA to suspend all orders in progress until full settlement of the amounts due by the Customer in principal, lump-sum surcharges and interest on arrears.

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5. Delivery

5.1. Orders are picked up by TEONIA and shipped by a carrier to the delivery address indicated by the Customer when placing the order.

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5.2. TEONIA will use its best endeavours to ensure that the Customer receives the Products ordered within seven (7) working days from confirmation of the order or within a reasonable time thereafter. The delivery times given are purely indicative, so that a delay in delivery cannot give rise to either cancellation of the order or payment of compensation;unless the Customer demonstrates that the delay is the result of a serious breach by TEONIA.

If the delay in delivery exceeds five (5) months in relation to the indicative delivery date mentioned in the order, the Customer shall be entitled to cancel the sale without charge or compensation and without the requirement of a serious breach on the part of TEONIA.

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5.3. If the Customer receives a delivery notice stating that delivery could not be made, it shall be the Customer's responsibility to contact the delivery company to request redelivery. If he fails to do so, or if he is unable to receive the Products on redelivery, TEONIA shall be entitled to charge an additional administration fee or a reasonable storage fee. In any event, TEONIA disclaims all liability for damages resulting from delayed delivery.

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5.4. In the event of cancellation by TEONIA, in particular if the minimum number of participants (3) is not reached, the training will be postponed to one of the next dates listed in the training calendar.

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6. Risk transfer and warranty

6.1. Unless otherwise expressly agreed, Products ordered are transported at the Customer's expense, risk and expense. The risks are transferred to the Customer as soon as the Products are handed over to the carrier for delivery.

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6.2. Products, equipment and appliances are delivered with documentation (instructions for use, or manual, or user manual, or protocol, and, more generally, any documentation whose delivery is legally required depending on the type of Product). In the absence of notification to this effect within 3 calendar days from the date of delivery, all documentation will be returned to the Customer; of the documentation will be cancelled and no further claims against TEONIA will be accepted.

6.3. Any notification of an apparent defect or lack of conformity affecting the Products delivered must be notified by TEONIA within three (3) calendar days from the date of delivery.

Such notification must be made by TEONIA within three (3) calendar days from the date of delivery.

Such notification must be made by TEONIA within three (3) calendar days from the date of delivery.

Such notification must be made by TEONIA within three (3) calendar days from the date of delivery.

Such notification must be made by TEONIA within three (3) calendar days from the date of delivery.

Such waiver is not suspensive of payment of amounts due by the Customer.

6.4. Acceptance of the Products by the Customer or its representatives shall cover any apparent defect that could reasonably have been ascertained at the time of delivery.

Any defects in the Products shall be deemed to have been remedied.

Any claim of a latent defect in the Products delivered must be notified to TEONIA by written notice within a maximum of eight (8) calendar days from the date on which the Customer discovered the defect or from the date on which the Customer could reasonably have discovered the defect.

The notification of defects must contain a precise description of the defect and, where applicable, evidence illustrating the problem. The Customer undertakes to provide TEONIA with any information that TEONIA deems useful for the purpose of learning of any defects or deficiencies and the determination of any remedial action. In the absence of such information, TEONIA reserves the right to contest the implementation of the contractual warranty.

Any legal action against TEONIA is strictly prohibited.

Any legal action relating to latent defects affecting the Products delivered must be brought within a maximum period of three (3) months from the time the defects are discovered by the Customer, or from the time the defect is discovered by TEONIA; from the time at which he could reasonably have discovered them, or, if discussions have been initiated with a view to amicably settling the dispute, from the day on which such discussions are concluded.

The duration of the warranty on the Products, for whatever reason, shall in no case exceed one year from the date of delivery.

6.5. No Product may be returned to TEONIA without TEONIA's prior written consent.

The warranty offered by TEONIA is limited to the purchase price of the Product.

The warranty offered by TEONIA is strictly limited to the replacement of Products found to be defective or non-conforming. With regard to devices, the warranty is limited to their repair or/and to the replacement of defective parts, at no cost to the Customer, and excludes all damages, including indirect, commercial, financial, moral, aesthetic or other prejudices.

The warranty is valid for a period of one year from the date of purchase.

The warranty is valid only if the Products have been used and stored under normal conditions and in accordance with the instructions accompanying the Products.

As far as the devices are concerned, the warranty only applies if they are used in accordance with the instructions contained in the user manuals and protocols. In all cases, the warranty is excluded in the event of negligence, handling error or unauthorized mixing with components and/or products of any other origin, or modification by the customer.

The warranty does not apply in the event of the use of the product in accordance with the instructions contained in the user manuals and protocols.

The device considered defective by the Customer must be subjected to an examination by TEONIA. This may take place at the location of the device or at TEONIA's premises, at TEONIA's discretion.

The costs of the examination will be borne by TEONIA.

The cost of shipping the device for verification will be advanced by the Customer and will be reimbursed;The customer will be reimbursed if the defects are found to exist after TEONIA has carried out the inspection. The Customer's presence at the verification is recommended. The Customer may not invoke the non-contradictory nature of the verification performed if it chooses not to attend the tests and verifications performed by TEONIA on the device.

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As far as the equipment is concerned, the warranty covers parts and labor, but does not cover any installation costs, which will be billed at 75 euros per hour.

As far as the appliances are concerned, the warranty is not applicable in the event of resale to a third party unless expressly agreed otherwise by TEONIA.

7. Transfer of ownership

7.1. The Products delivered to the Customer shall remain the exclusive property of TEONIA until full payment of the order price, including interest for late payment and any eventual compensation.

7.2. In the event of non-payment of the purchase price, TEONIA reserves the right to take back the Products at the Customer's expense. Until the Products have been paid for in full, the Customer undertakes to notify TEONIA of any seizure by a third party of the Products sold, the price of which has not been paid in full.

The Customer undertakes to notify TEONIA of any seizure by a third party of the Products sold, the price of which has not been paid in full.

The Customer undertakes to notify TEONIA of any seizure by a third party of the Products sold, the price of which has not been paid in full.

7.3. Notwithstanding the present ownership clause, the Customer shall bear the risks of loss, deterioration or destruction relating to the Products delivered as soon as they are handed over to the carrier.

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8. Liability;

8.1. The Customer must ensure that the Products are used in accordance with the applicable legislation. It shall also ensure that persons using the Products on its behalf and/or under its name have the required competence and training for this purpose. In no event shall TEONIA be liable for any lack of training of such persons.

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8.2. TEONIA's liability in connection with the sale of the Products is limited to its gross negligence or wilful misconduct, subject to any applicable statutory or public policy provisions.

The liability of TEONIA in connection with the sale of the Products is limited to its gross negligence or wilful misconduct.

The liability of TEONIA in connection with the sale of the Products is limited to its gross negligence or wilful misconduct, subject to any applicable statutory or public policy provisions.

9. Processing of Customer's personal data

The purpose of TEONIA's processing of the personal data received from the Customer is the execution of these GTC, the processing and execution of orders, and the administration of the Customer's personal data;cution of orders, customer administration, promotion of TEONIA's Products, personalized information campaigns and direct marketing, including by means of electronic mail. At all times, the Customer has the right to access, control and rectify, free of charge, any personal data concerning him/her, in accordance with the French Data Protection Act;ment à la loi du 8 déde 1992 relative à la protection de la vie privée à l'égard des traitements de données ées à caractère personnel.

10. Force majeure

10.1 In the event of an act of God or force majeure, TEONIA may suspend the performance of its obligations until such event or force majeure has ceased to exist, without the Customer being entitled to claim damages, cancel the order or entrust the performance of the order to a third party. The order will however be cancelled if it appears that, due to an act of God or force majeure, its execution has become impossible or delayed by more than five (5) months.

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10.2. By express agreement between the Parties, any unforeseeable and unforeseeable event (i) which is not foreseeable or the foreseeability of which did not permit the performance of the contract, shall be deemed to be an act of God or force majeure;TEONIA has not been able to prevent its effects, and (ii) when it has taken all measures normally required of a diligent professional to prevent its occurrence. In particular, the following are considered to be acts of God or force majeure, without this list being limitative: fait du prince, war (whether declared or not), terrorism, invasion, rebellion, blockade, sabotage, vandalism, total or partial strike, internal or external industrial dispute, TEONIA, civil unrest, natural disaster, fire, epidemic, blockage of means of transport or supply, in particular of electricity, gas, water, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasoline, gasolinesupply, in particular of energy, failure in the supply of electricity, heating, air conditioning, telecommunications networks, data transport, disruption in the supply of TEONIA's suppliers.

10.3 Following an event that includes the hypothesis of an act of God or force majeure, TEONIA will immediately inform the Customer and seek a solution in consultation with the Customer.

11. Généralit;s

11.1. The invalidity or unenforceability of any provision of these GTC shall not affect the validity or enforceability of the remaining provisions. In such event, the Parties undertake to replace the invalid or unenforceable clause by a valid clause which is the closest from an economic point of view to the invalid or unenforceable clause.

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11.2. The fact that TEONIA does not avail itself of these GTC at any given time shall not be construed as a waiver of its right to do so at a later date.

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11.3 Any communication or notification between Parties shall be validly effected by registered letter, telegraphic mail, facsimile, electronic mail with acknowledgement of receipt, address of their respective registered offices.

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12. Jurisdiction and applicable law

12.1. These GTC are governed by Belgian law, to the exclusion of the Uniform Acts of July 1, 1964 on the International Sale of Goods and the Vienna Convention of April 11, 1980 on Contracts for the International Sale of Goods, even in the event of a warranty claim.

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12.2. Any dispute arising out of or in connection with the formation, performance or interpretation of these general terms and conditions of sale, or any agreement to which they apply, and which cannot be resolved amicably, shall be submitted to the exclusive jurisdiction of the French-speaking courts of the judicial district of Brussels.

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