LOCINOX GENERAL CONDITIONS OF SALE

1. General
Except for other written agreements, these general sales conditions are appropriate to all quotations made by Locinox, every closed agreement between Locinox and the customer, all invoices made by Locinox and this without regard to the residence or legal seat of the customer irrespective of where the delivery must be carried out.
The general sales conditions of the customer are only valid if they were accepted in writing and explicitly by Locinox.
At contradiction between eventually accepted general purchase conditions and the current general sales conditions of Locinox this last one is valid, even if the purchase conditions of the customer stipulates the opposite or if these have been communicated later.

2. Quotations
All quotations, verbal or in writing, are entirely without engagement, unless it has been explicitly stipulated differently in written.
If certain costs, having an influence on the agreed price, increase due to circumstances independently of the will of Locinox, Locinox has the right, by simple notification, to increase in the price accordingly.

3. Orders
Orders accepted by representatives or middle-agents of Locinox only binds Locinox after a written order confirmation. Cancellations of orders by the customer can only be accepted in written and under the following conditions explained in the paragraph below. An order can be cancelled free of charge within 1h of the order  confirmation or provided Locinox has not started with the execution of the order.

In any other case, the customer is indebted of 20% of the selling price of goods. When a commencement of the order has been taken place, all generated costs, beside before-mentioned fixed indemnifications will also be recovered on the customer. Locinox has the right to modify or stop at any time any offered product or product range due to production requirements, demand alterations, production optimalisation,…

4. Delivery
A. Except for other written agreements, the general delivery conditions are "ex works". Consequently Locinox meets his obligations when ordered goods are put at the disposal of the customer in the commercial property of Locinox. The customer can always choose to let himself be represented. If the goods are not collected on the delivery date by the customer, for any reason whatsoever, Locinox has the right to store the goods in its own premises at costs and risks on the customer's behalf (including fire risk) or choose to store at third parties. After a period of 30 days and after a written notification to the customer, Locinox has the right to sell the ordered goods to a third party without exemption of payment obligations and possible damage duty of the customer.
B. The agreed delivery terms are not binding. Exceeding the delivery deadline can not give cause to any responsibility of Locinox, nor could be a ground to dissolute any agreement.

5. Lacks - Complaints
A. Complaints due to visible damages or defaults, under penalty of non-receivable, must be communicated by the customer to Locinox by means of a registered letter at the latest five days after the supplying date of goods. If Locinox have not received a written complaint of the purchaser after this period, the purchaser is considered to have accepted goods.
B. Complaints due to hidden defaults, under penalty of non-receivable, must be communicated by the customer to Locinox by means of a registered letter at the latest eight days after the discovery of the lack and at the latest thirty six months after the supplying date of the goods. In any case each claim concerning hidden defaults, will expire after a period of four months after the legal notification to Locinox. Parties agree that in case of a complaint concerning hidden defaults from goods provided by Locinox, these hidden defaults must be determined in a contradictory manner between the parties, if not, Locinox can not be held responsible.
C. In any case, no more complaints can be accepted due to visible and/or hidden defaults if supplied goods have been handled/modified or treated. The protection duty of Locinox is only valid if all provided Locinox components or finished products were delivered by Locinox and were only used for the purposes for which these goods are designed by their nature and this according to the instruction data-sheet of the product.
D. In case of an acceptable and founded complaint concerning defaults to goods, Locinox has the choice to replace the concerned product without costs, or to refund the Locinox purchase price against a return delivery of the faulty product, or to propose a price-reduction determined by Locinox according to the nature of the default.
E. Return deliveries can only be accepted after a written authorization by Locinox and this authorization includes by no means recognition of its liability. The return delivery is organised in any case at the expense of the customer.
F. A complaint can never relieve a customer of the obligation to pay the amount of the invoices at the determined due data of the agreement and according to the stipulated conditions. A complaint, even if valid, does not authorize the customer to refuse the implementation of the agreement for goods which are not subject of this complaint.
G. The circumstance that supplied goods would not be appropriate for the use aimed by the customer can under no circumstance be used as a reason for a receptive and founded complaint. Locinox gives no explicit or implicit guarantee to this point.

6. Limited Warranty & Limited Liability

These warranty conditions apply to all products (the “Product” or “Products”) manufactured and distributed by Locinox  NV or Locinox  USA, LLC.

This Limited Warranty gives you specific legal rights. You may also have other legal rights that vary by state, province or jurisdiction. The disclaimers, exclusions, and limitations of liability under this Limited Warranty will not apply to the extent prohibited by applicable law.

• Duration and Coverage. Subject to the additional terms and conditions set forth below, Locinox provides the following Limited Warranty:

For a period of three (3) years or achieving 500,000 cycles, whichever comes first, for all Products with the exception of electronic components for which only two (2) years apply.

Only to the person or entity that originally purchased the Products from Locinox or from one of its authorized resellers or distributors; and

• Limited Warranty. Locinox warrants the Products against defects in materials and workmanship under normal use for a period of three (3) years from the date of purchase or achieving 500,000 cycles, whichever comes first (“Warranty Period”). If a Product is returned to Locinox during the Warranty Period as provided below, and Locinox determines that the Product is defective, Locinox will either repair or replace the unit with either a new or a refurbished Locinox Product, or refund the original purchase price in return for the Product, at its option. If the Warranty Period has expired or is otherwise not applicable as per the Scope and Limitation on Warranty (below), we will return the Product to you.

• Satisfaction Return Policy. If you are the original purchaser of the Product and you are not satisfied with this Product for any reason, you may return it in its original, unopened condition within thirty (30) days of the original purchase and receive a 90% refund. This refund does not apply to our locks or other assembled-on-customer-demand or packaged-on-customer-demand products (foil sets) for which we refund 75%.

• Return and Warranty Service Process. Please review the online help resources at www.Locinox .com prior to seeking warranty service. To obtain warranty service, you must first obtain a Return Merchandise Authorization (RMA) number from a Customer Service Representative at Locinox. Customer Support contact information can be found by visiting www.Locinox.com . Locinox may attempt to troubleshoot a warranty-related problem prior to issuing a RMA number. Locinox may ask for additional information upon request. Issued RMA numbers remain valid for thirty days from issuance. Once an RMA number is obtained, your Product must be shipped freight prepaid; together with proof of purchase and all accessories, either its original packaging or packaging affording an equal degree of protection, to the Locinox authorized distribution facility identified by the Customer Service Representative. Failure to return any of the accessories may result in a delay and/or result in a credit to Locinox or an invoice for the missing accessories.

In performing warranty service, Locinox may furnish replacement parts on an exchange basis and replaced parts will become the property of Locinox. Replacement parts provided by Locinox shall be new or refurbished and of comparable quality, and may be a different part that contains compatible features and functions. You will reimburse Locinox for the inspection, testing and repair of returned equipment determined by Locinox not to be defective or which falls under one of the warranty exclusions described below (as well as pay all shipping and handling charges). In all cases, Locinox’s determination as to whether or not the equipment is defective and covered by warranty will be final. Any replacement equipment under warranty will be returned to you freight prepaid and will be warranted hereunder for a period of one (1) year from shipment.

Locinox reserves the right to change the method by which Locinox may provide warranty service to you, and your Product’s eligibility to receive a particular method of service.

• Scope of and Limitation of Warranty. The warranty on the Products are limited to the repair or replacement of defective Products as described in the Limited Warranty section above. This warranty does not cover customer training and education, installation, set up or adjustment, signal or reception problems.

Locinox Products should be installed only by professional installers or manufacturers and must be correctly installed according to the installation instructions that are joined with the Product. You assume all risk associated with the suitability, installation and performance of the Products and other third party components, hardware, software and services that you select.

This warranty does not cover damage (i) due to acts of God, other forces beyond our reasonable control, such as internet or power outages, wars, riots, terrorism, labor disputes, earthquakes, floods or other events of “force majeure,” accident, misuse, abuse, negligence, commercial use or modification of, or to any part of your Product; (ii) caused by any third party product, service or system, use of the Product for purposes other than for which the Product was designed or intended, or use in improper temperature, humidity or other environmental conditions, or use of the Product in violation of written instructions provided by Locinox (which may be provided at the time of purchase or on its website at http://www.Locinox .com). This warranty does not cover defects due to normal wear and tear or aging (e.g. discoloration), or flaws or damages resulting from continued exposure to severe weather conditions (humidity, temperature, salinity, etc…). This warranty does not cover damage due to improper installation, repair, operation or maintenance or connections to improper voltage supply or, to the extent allowed by law, attempted repair by anyone other than a facility authorized by Locinox to service your Locinox Product. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state (and jurisdiction to jurisdiction).

• Disclaimer of Warranties. TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY AND THE REMEDIES SET FORTH ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED. LOCINOX DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS, TO THE EXTENT PERMITTED BY LAW. IN SO FAR AS SUCH WARRANTIES CANNOT BE DISCLAIMED, LOCINOX LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE DURATION OF THIS EXPRESS WARRANTY AND, AT LOCINOX’S OPTION, THE REPAIR OR REPLACEMENT SERVICES DESCRIBED ABOVE. SOME STATES (COUNTRIES AND PROVINCES) DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY (OR CONDITION) MAY LAST, SO THE LIMITATION DESCRIBED ABOVE MAY NOT APPLY TO YOU.

• Limitation of Damages. IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER LOCINOX NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED THERETO UNDER ANY BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES
 OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF REVENUES AND LOSS OF PROFITS. THE FOREGOING SHALL APPLY EVEN IF LOCINOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOCINOX ’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE ORIGINAL PURCHASE PRICE PAID FOR THE DEVICE THAT CAUSED SUCH DAMAGE.

7. Acceptance invoice - payment
Every invoice is considered as accepted by the customer, unless a registered letter is received by Locinox within the eight days after the reception of the invoice by the customer. All invoices are payable on the social seat of Locinox. The payment by transfer, bill of exchange or by any other manner can not be considered as a renunciation to this stipulation and can not imply any renewal of the debt. The payment must be in cash, without discount and in euro, except for other written agreements. All costs of payment are at the expense of the customer. All collection- and all contestation-costs regarding accepted or refused bills of exchange are fully at the expense of the customer.
At full or partial non-payment on the due date, the open invoices will produce, by right and without a preceding notice of default, a charge (default interests) of 12% per year. Furthermore, the remaining open balance will be raised after an unfruitful notice of default by 15% of the invoiced amount and this with a minimum of 125 EUR, even in case of prolongation of the payment delay.
The non-payment on the due date of a single invoice makes the due balance of all other, even non-overdue invoices, by right, immediately collectable.

8. Reservation of ownership
Goods provided by Locinox to the customer remain the property of Locinox up to the moment that all due amounts have been paid by the customer to Locinox, including all interests and costs. The customer gives Locinox - or its mandatary - the permission to enter its premises and buildings, in order to regain property of the goods. The customer engages himself to inform the seller immediately in case of seizure on the Locinox goods in its hands.
As long as goods are not paid entirely, the customer is prohibited to process, to sell, to pledge these or to use these in another manner such as certainties.
The customer transfers unconditionally and irrevocable to Locinox; all potential claims on third parties, regarding sales of goods that are the property of Locinox,
The advances already paid by the customer remain acquired by Locinox as a compensation for possible losses at resale.

9. Varia
All disputes between the customer and Locinox fall under the exclusive competence of the competent courts of the judicial district of the social seat of Locinox. The relation between the customer and Locinox is exclusively governed by the Belgian right. The possible nullity of one or more stipulations of these conditions does not affect the relevance of all other clauses. In case of arguments concerning the interpretation of these conditions, the English text always prevails.