Terms & Conditions

GENERAL SALES CONDITIONS

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1. Application. These general sales conditions will apply to all provisions of services and/or deliveries of goods and all offers and/or agreements pertaining thereto and entered into by i3-Technologies in so far as they do not conflict with any other contractual provisions expressly agreed in writing between customer and i3-Technologies. Any terms and conditions that appear on the customer’s own documents cannot be regarded as such an explicit written clause to the contrary. Customer hereby explicitly waives and renounces the applicability of its own terms and conditions or any similar wordings with legal implications that appear on customer's documents, irrespectively if they are transferred before, during or after the acceptance of these general sales conditions. i3-Technologies’ warranty riders supplementing or superseding the warranty provisions contained herein may apply.
   
   
2. Sales propositions and commercial documentation. Any sales offers and all related drawings, sketches and scale models remain the sole property of i3-Technologies and/or its affiliated companies. If such materials are disclosed or transferred, in whole or in part, to third parties without our prior written consent, i3-Technologies can claim a fixed sum of 2,000.00 euro per sales proposition that has been disclosed or transferred. Any representations or pictures in folders, sales propositions or any other kind of commercial documents are for information purposes only. The customer explicitly accepts that differences in the delivered goods are entirely possible and do not constitute a reason for termination of the agreement or the award of damages.
   
   
3. Orders. The purchase order sent by the customer should include the product name and number for each of the products mentioned and should correspond to the product name and number on our pricelists. Orders only result in an agreement with the written confirmation of i3-Technologies and/or execution of the sales transaction by i3-Technologies.
   
   
4. Changes and cancellation. Changes by the customer to confirmed orders are subject to our prior written approval. Such changes will only be allowed if they do not interrupt or disturb our production process. i3-Technologies retains the right to invoice additional charges in such case. Without our prior written approval, no cancellation, partially or in whole, will be accepted. In case of cancellation of confirmed order, we retain the right to invoice any and all of our damages and costs as a compensation caused by such cancellation with a minimum of 25% of the cancelled order value.
   
   
5. Delivery. Unless differently agreed, all prices are ex-works. Installation, transport or other additional services will be separately invoiced. Any complaint regarding the delivery or loss or transport damage to the goods must be written on the delivery note and notified to i3-Technologies forthwith. Subject to article 10, any other complaint relating to the goods (such as but not limited to visible defects) shall be notified to i3-Technologies within 5 days after the delivery of the goods or supply of the services to the end user or within 5 days after delivery to the customer if the customer is the end user. In any event, no claim for visual defects can be accepted after 6 months after delivery to the customer who is not the end user. Rejected goods must be kept at Customer's disposal and can only be returned with i3-Technologies's prior consent. Any transport of the goods is at the risk of the customer. The customer accepts any partial delivery and will pay any invoice regarding such a partial delivery within the contractually agreed delays.
   
   
6. Term & non execution. The estimated delivery terms are not binding. Any delay in the delivery of goods cannot be used as a reason not to accept the goods or to delay or refuse payment of invoiced amounts. i3-Technologies cannot be held liable for the delay, unless in case of intentional default or gross fault. Neither can i3-Technologies be held liable for the partial or complete non-execution of agreements in the following cases: (1) in case i3-Technologies did not receive the necessary information or input for the execution of orders, i.e. quality, sizes and colors, (2) in case the delay or non-execution is caused by government actions or force majeure. In the event of non-delivery of the goods, the advance payments made by the Customer (if any) will be reimbursed by i3-Technologies without interest or without any other compensation.
   
   
7. Storage. In case the customer causes or requests a delay in the agreed delivery date, the goods will be considered to be delivered on the agreed delivery date as specified on the order confirmation. The goods will be invoiced on the date foreseen on the original delivery note and the invoice will remain payable on the initially foreseen payment date. The goods will be stored at the cost and risk of the purchaser.
   
   
8. Warranty i3-Technologies warrants that the hardware products shall be (i) conform to the specifications delivered and in effect at delivery and (ii) free from defects in material and workmanship. Save where explicitly stipulated otherwise in writing, the warranty period for hardware products shall be 12 months commencing on the date of delivery by the customer to the end user of the product, or if the customer is the end user, the date of delivery to the customer. However, if the customer is not the end user of the product, the warranty period shall never exceed 18 months after delivery of the products to the customer. The software developed by i3-Technologies (or its affiliated companies) is developed on a reasonable effort basis in order to perform in accordance with the specifications of i3-Technologies in effect at the date of delivery. Software is inherently susceptible to bugs and I3-Technologies makes no warranty with respect to software which is provided to customer on an "as-is" basis and does not warrant uninterrupted or error-free operation of the products. In case of repair or replacement, the warranty period shall continue to run until its expiry or 3 months after the repair or replacement, whichever is longer.

The Warranty shall apply only to the extent the products have:

(i) been presented within the warranty period together with the original invoice and the original receipt from the customer who sold the product to the end user (specifying the date of purchase, model designation, product serial number and the reseller’s name and address) or only the original invoice of i3-Technologies in the event the customer is the end user; (ii) been handled, transported, stored and installed  in accordance with i3-Technologies’s instructions or, in absence thereof, in a professional and workmanlike manner. i3-Technologies gives proper installation instructions through the user manual, but is not responsible for faults made during on-site installation; (iii) not been subject to any unauthorized access, alteration, modification or repair or attempts thereto or any abuse or damage; (iv) been at all times "normally used" for the specified purpose and operated and maintained in strict accordance with the instructions set forth in the operating and maintenance manual or, in absence thereof, in a professional and workmanlike manner and/or or the valid technical and safety relevant provisions or standards of the country in which the product is used. For the purpose hereof, "normally used" shall mean a regular, ordinary and routine use as intended or as recommended by I3-Technologies; (v) not been connected to or used in combination with other equipment, products or systems (hardware and/or software) not compatible with the product; (vi) not been exposed to operating conditions, which exceed the intended office or private use (e.g. operation in smoky or dusty atmospheres or at extraordinary room temperatures and under UV/IR radiation) nor disturbances caused by third party material (air conditioning, scalers, controller boards, cabling), convertor pieces, …). Separate operating conditions are specified by i3-Technologies for certain products if necessary; (vii) not been exposed to defects or variations in the electrical power supply or circuits, the air conditioning or other ambient conditions; (viii) not been modified and/or opened by persons not authorized by i3-Technologies and without prior approval of i3-Technologies; (ix) not been insufficient or improper maintained and repaired, or non-original replacement parts and consumables not approved by i3-Technologies (e.g. neglect or overlook to clean filters in the right manner and with the proper products) have been used.

Excluded from the warranty are: (i) Any damages due to transport and/or any visible defects; (ii) Accessory parts such as boxes, packaging, batteries or other consumables that are used in conjunction with the product and have to be replaced as expected; and (iii) Products whose serial numbers have been modified, removed or made illegible by the customer and/or end user.

In no event shall I3-Technologies be liable for any defects, failures, loss of or damage caused by or resulting from (i) wear and tear of parts (batteries, lamp, prism or color wheel, LCD panel, DMD in projectors, operating system on computers, …); (ii) any external cause or event out of I3-Technologies’s control (eg fire, floods, etc), or (iii) any act or negligence of customer or any third party. The warranty shall not apply to pixel errors in LDC and DLP technology, image burn in due to no or improper usage of screensavers  Any third party product or any part thereof (meaning any product or part thereof which is not manufactured by i3-Technologies or its affiliated companies) which I3-Technologies merely resells with the products, is subject to the original manufacturer's warranty and no separate warranty is given in respect thereof by I3-Technologies.

Any claim under the Warranty must be notified to i3-Technologies in writing within 5 days from the discovery of the defect or failure.

Under the Warranty on the hardware products, i3-Technologies shall, at its sole option and cost, and without undue delay,  (i) repair or correct the product or part; or (ii) replace the product or supply part(s) or component(s). The replaced product, parts and/or components shall become the property of i3-Technologies and shall, subject to any other instructions of i3-Technologies, be returned by customer to I3-Technologies within 15 days.  Ownership of replaced products, parts and/or components reverts to i3-Technologies upon receipt. If customer fails to return, i3-Technologies shall invoice the replaced product, parts and/or components at list price. The customer will be held solely responsible for shipping damage that occurs due to the use of any packaging material other than the standard i3-Technologies’s packaging. If the Customer no longer has the original packaging, proper packaging can be obtained from i3-Technologies.

The remedies specified in this article shall constitute customer's sole and exclusive remedy. i3-Technologies makes nor intends to make any other warranties or representations, express or implied, and it expressly excludes and disclaims any and all warranties which may be implied or otherwise created by operation of law including all implied warranties of uninterrupted or error-free use or operation, merchantability and fitness for a particular purpose.

9. Retention of title. The goods supplied by i3-Technologies will remain its property until the customer will have paid the entire price, including late payment interest, expenses or late payment compensation. Without i3-Technologies prior written consent, the customer may not transfer the goods to third parties. Nevertheless, the risks regarding the goods are transferred at the moment of delivery of the goods. In the event of non-payment of the entire price on the due date, i3-Technologies is entitled to collect the goods, at the expense of the customer. In that event, i3-Technologies will also be entitled (by sending a registered letter and without any other formality or judicial review) to terminate the agreement, at the expense of the Customer, without prejudice to i3-Technologies’ right to claim damages.
   
   
10. Invoice and Payment. Any complaints regarding an invoice should be submitted in writing within 8 days following the invoice date. After this date, the invoice will be irrefutably considered as accepted by the customer. Unless otherwise agreed in writing, the following payment terms are valid: a) All invoices are payable within 30 days following the invoice date; b) It is expressly acknowledged that complaints or a postponed delivery can under no circumstance be a reason for no or late payment; c) In case of non-payment of the invoice on the ultimate payment date, a fixed compensation of 5% will be charged on the unpaid balance with a minimum amount of 250 euro. In addition, on such late payment an interest of 8% above the European Central Bank’s reference rate on an annual basis will be accounted for until the final payment of all outstanding balances.
    
    
11. Obstruction of payment/bankruptcy. In case the customer is in a condition of infringement of credit limits or social security and/or other public authorities, payment obstruction, bankruptcy or any other kind of excessive debt proceeding, i3-Technologies has the right to either postpone delivery or terminate the existing agreements without prior notice of default and without being required to pay any compensation to the customer, and all invoices issued to this customer shall become payable immediately.
    
    
12. Limitation of liability To the maximum extent permitted by applicable law, i3-Technologies' exclusive liability and customers exclusive remedy for any and all claims, whether arising out of contract, warranty, negligence, i3-Technoligies’ failure to comply with laws and regulations, strict liability or otherwise, shall be limited to the price of the goods and/or services in relation to which the claim is made.

In no event shall i3-Technologies be liable for special, incidental, punitive, indirect or consequential damages, (including without limitation loss of profits, business, revenue, goodwill or anticipated savings) even if advised of the possibility of such damages.

No limitation applies for liability in relation to the cases where liability may not be excluded or limited by applicable law.

13. Third party rights i3-Technologies shall defend customer at its sole expense against a claim, litigation, or proceeding by a third party (other than an affiliate of a party) against customer asserting, and shall hold harmless and indemnify customer from and against any and all liabilities, claims, damages, losses, penalties, and expenses (including attorneys’ and experts’ fees) awarded to such third party in a final judgment or a settlement as damages or compensation for, an infringement of any patent, trademark, trade secret, or copyright of such third party by a product or service, provided that (i) i3-Technologies is promptly notified by customer in writing after customer becomes aware that a claim has been asserted against customer, and (ii) i3-Technologies shall assume sole control of the defense and any settlement negotiations, and (iii) customer shall not make any representation or concession, negotiate, settle or compromise any claim without the prior written consent of i3-Technologies and (iv) customer shall provide assistance and support, as i3-Technologies may require, in connection with the defense and any settlement negotiations.

i3-Technologies shall have no indemnity obligation for any product or service, or any portion thereof, (i) to the extent it is based on specifications, drawings, models or other data furnished or required by customer or, (ii) to the extent it is not provided by i3-Technologies or, (iii) to the extent it is modified by a party other than i3-Technologies and not at i3-Technologies ‘s direction or, (iv) to the extent customer continues the allegedly infringing activity after having been provided modifications that avoid the alleged infringement, or (v) where the use of the product or service, or the combination thereof with other products, processes or materials or the distribution thereof rather than the product or service itself is the primary cause of an alleged infringement.

If it has been determined that i3-Technologies has infringed or misappropriated such third party rights, i3-Technologies may, at its option and cost, (i) modify the product or service in such a way that it shall not infringe upon or misappropriate the rights of the third party or (ii) obtain for customer a license or other right to use the product or service or (iii) replace the product or service with a substantially similar non-infringing product or service. If the foregoing options are not available on commercially reasonable terms and conditions, i3-Technologies may require the return of the product, at customer’s expense, and refund to customer amounts paid for the product minus a reasonable allowance for the period during which customer has used the product.

The remedies set forth in this article shall constitute customer's sole and exclusive remedy and i3-Technologies's sole and exclusive liability for a third-party claim that the product or service infringes or misappropriates any intellectual property right of a third party.

14. Confidentiality – Intellectual property rights

Subject to an existing non-disclosure agreement between the parties, the customer agrees to treat any proprietary or confidential information of i3-Technologies, in whatever form, as strictly confidential in accordance with this article. Confidential information shall be protected by the customer to avoid disclosure to any third party, with the same degree of care as is used with respect to the customer’s own confidential information, but not less than a reasonable degree of care. The customer will impose the same confidentiality obligations on its employees and appointees who reasonably need to be informed of this confidential information. The customer shall be liable for disclosure of confidential information of i3-Technologies. The confidentiality obligations remain in full force for as long as the confidential information is protected as such under applicable law. 

Any patents, trademarks, copyrights, any other intellectual property rights, or trade secrets or any proprietary or confidential information, whether existing prior to the date of customer’s order or developed as of the date thereof, shall remain the sole and exclusive property of i3-Technologies (or its affiliated companies) or its licensor, as the case may be, and nothing herein shall be construed as conferring on the customer by implication or otherwise, any right, title or interest in, or any license under any intellectual property right, confidential information or other trade secret.

The customer shall not reverse-engineer, de-compile, disassemble or make any other attempt to ascertain the composition or the characteristics of the products.

The software supplied by i3-Technologies to customer hereunder shall remain the sole and exclusive property of i3-Technologies or the licensor (as the case may be) at all times. customer shall at all times comply with terms and conditions of the (sub)license imposed by i3-Technologies or the licensor. Subject to the payment by customer of all outstanding amounts, i3-Technologies hereby grants to customer a non-exclusive (sub)license to use the software solely for the purpose of operating the products delivered hereunder. i3-Technologies hereby grants to customer the right to assign the software user license referred to above to the end-user to whom customer resells the products.

15. Export Customer shall comply with any applicable export control laws and regulations or any end-user certificate issued thereunder and shall not export, nor permit the export or re-export of (i) any proprietary information or software or any copy thereof, or (ii) the products in violation of any such laws and regulations, or without all required licenses and authorizations, to any country to which the said export laws, restrictions and regulations prohibit exportation. Customer shall timely inform i3-Technologies of any local rules or regulations which may restrict, technically, regulatory or otherwise, the deployment or operation of the products or supply of the services in customer’s country and provide any reasonably required assistance in obtaining any license required therefor.
    
    
16. Invalid provision In the event a provision of these general conditions should be invalid, this will not lead to the invalidity of the remaining provisions of these general conditions. The invalid provision will be replaced with a provision that comes as close as possible to the original intended meaning of the provision.
    
    
17. Electronic signature The signature by a party via a scanned or digitized image of a handwritten signature (e.g. scan in PDF format) or an electronic signature (e.g. via DocuSign), shall have the same force and effect as an original handwritten signature. Delivery of the documents via e-mail or via an electronic signature system shall have the same force and effect as delivery of an original hard copy.
    
    
18. Applicable law and courts. These general sales conditions are subject to the laws of Belgium and no effect shall be given to any conflict-of-law provisions. Any dispute regarding these general sales conditions will be exclusively handled by the courts competent for the district of Leuven, Belgium.