GENERAL CONDITIONS OF SALE APPLICABLE TO NON-PROFESSIONAL CONSUMERS

 

1. – Definitions

Claro: a division of Tessenderlo Group S.A., with registered office at Troonstraat 130, BE 1050 Brussels, Belgium, listed in the legal entities register of Brussels (RPR Brussels), VAT number BE 0412.101.728.

Purchaser: the natural person to which Claro delivers or intends to deliver Products. The Purchaser declares that he purchases the Products for private, non-professional purposes only and that he is at least 18 years of age.

Products: products or equipment offered for sale by Claro on the website https://www.claro.science/ for experimental use in bio-ink applications and formulations.

Webstore: the e-commerce website at https://www.claro.science/en/2-home.

 

2. – Applicability

(i) These General Conditions of Sale (“Conditions”) are together with our Privacy Policy, our Cookie Policy and any additional information that may be provided for ordering Products, applicable to all quotes, offers and contracts by which Claro delivers any Products to the Purchaser. The placing of an order in the Webstore by the Purchaser and the checking of the ‘terms acceptance’ tick box at the checkout phase implies the acceptance of these Conditions by exclusion of the Purchaser’s terms and conditions.

(ii) Any notices, disclosures, agreements and other communications relating to the use of the Webstore will be provided electronically. By accepting these Conditions the Purchaser agrees that such communications satisfy any legal requirement for communications to be in writing.

(iii) These Conditions do not affect (and should not be read to affect) any statutory rights of the Purchaser which cannot be waived or limited by contract.

(iv) Claro reserves the right to amend these Conditions at any time, with or without notice, without affecting pending orders or contracts. The Purchaser is encouraged to check regularly for updates of these Conditions. 

(v) Claro’s Code of Conduct is available at (https://www.tessenderlo.com/en/Pages/Code-of-Conduct.aspx).

 

3. –  Availability

Claro’s product range is in constant evolution, and thus Claro does not guarantee the availability of any Product advertised on the webstore. Claro reserves the right to discontinue or make certain Products unavailable, and may cancel the order in whole or in part in case of limited availability.

 

4. – Quotations and prices

Contracts can be concluded in the English language only. Unless explicitly provided, prices and quotations are presented on the Webstore catalogue with the relevant VAT taxes for Belgium but without duties, transportation and/or delivery costs. All prices published by Claro or quoted by Claro may be changed at any time without notice, which will not affect orders already placed, and are subject to adjustments due to shipment conditions or other conditions that are not part of Claro’s original price quotation or publication, and which will appear for orders within the EU in the final offer in the Purchaser’s basket before checkout.

Quotations are made without commitment for Claro. Special offers made by Claro are binding during the validity period stated in the offer.

 

5. –  Orders and contracting process

The presentation of the Products in the Webstore does not represent a binding offer by Claro but a request to the Purchaser to submit a binding order. The Purchaser  agrees that placing an order is an order to purchase the Products listed in the order (shopping basket) at checkout and that the order is governed by these Conditions. The Purchaser agrees that all orders must be accepted and confirmed by Claro before Claro is bound by an agreement and Products are shipped. The ordering process is available after registration and results in a final order overview in the shopping basket. The final order overview includes the full price of the purchase, including the taxes, duties and shipping/delivery costs based on the location of the Purchaser. The checkout button will include the payment and results in a binding order.

During the ordering process, errors may be corrected by returning to former webpages. After the checkout of the order, Claro will immediately send a confirmation of receipt. However, Claro and the Purchaser are only bound by an agreement when Claro sends a confirmation of the acceptance of the order including an expected date for shipment to the e-mail address indicated by the Purchaser. The concluded agreement is filed by Claro and is accessible to the Purchaser after login to his member page. Furthermore, the contract  and these Conditions will  be sent to the e-mail box of the Purchaser in pdf format. Claro reserves the right to refuse any orders, amongst others in case there are regulatory restrictions to ship the Product to the requested delivery address.

 

6. – Force majeure

Claro reserves the right to cancel or suspend orders, the execution of which has become impossible, very difficult or exorbitant as a result of any cause for which Claro could not be held responsible and which would constitute an obstacle to the normal course of supplies, manufactures or dispatches (including but not limited to war, accident, fire, flood, strikes, lockouts, sit-ins, total or partial cessation of operations by administrative decision, mobilization, requisition, embargo, import or export restrictions or governmental measures of any kind, shortages of fuel or raw materials, non-respect by a third party of its obligations towards Claro and disproportionate price increases by the suppliers of Claro, breakdown of plant or machinery, or any other reason which is not attributable to Claro).

 

7. – Duties and taxes

Prices for the Products on the Claro Webstore catalogue include all sales, value added and other taxes and duties imposed in Belgium with respect to the sale, delivery, or use of any Products covered hereby. The final order overview before checkout includes for orders within the EU all sales, value added and other taxes and duties for the purchase and the delivery to the place of destination, all of which taxes and duties must be paid by Purchaser. Any modification made to these duties and taxes between the date of accepting an order and the date of invoicing is to the charge or to the profit of the Purchaser. For deliveries to destination countries outside the EU, additional taxes or duties may be due by the Purchaser which may not be explicitly indicated.

 

8. – Payment Conditions

Claro requires full payment in advance. Claro will not ship the Products until the price and delivery costs (freight) have been paid in full by Purchaser. The modes of payment accepted by Claro are indicated  in the checkout process.

 

9. – Delivery, transfer of risk and title

The ordered Products will be delivered to the Purchaser by the available delivery method indicated by the Purchaser. Title of the Products is transferred to the Purchaser upon full payment of all capital, interest and costs. In the event of non-payment, Claro will not dispatch the Products.  Claro will have the right, at its election, to make partial shipments of the Products. The risk is transferred to the Purchaser when the Products are delivered to the Purchaser or the receiver indicated by him.

 

10. – Delivery time

Unless otherwise agreed in writing, the delivery and shipping time quoted by Claro is a best estimate only and without commitment. Claro will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver.

In the event of a delay due to any cause beyond Claro’s reasonable control, Claro reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Purchaser will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Purchaser’s control may be placed in storage for Purchaser by Claro at Purchaser's risk and expense. However, if for any reason beyond the control of Claro, Claro cannot deliver the order within thirty (30) days of placing it, Claro will inform he Purchaser as soon as possible and the Purchaser will be entitled to a full refund to the method of payment used by the Purchaser. Notwithstanding article 13, orders in process may be canceled or modified only with Claro’s written consent.

 

11. – Disclaimer         

(i) The Products are for research use only. The Products are not intended for diagnostic or therapeutic use or administration to animals or humans. The Products are not intended for any commercial purpose or resale (such as incorporation into products such as bio-ink for commercial sale). To the extent permitted by applicable Law, the Purchaser accepts the Products “as is”, without any representations, warranties or guarantees of any kind, express or implied, from Claro.

(ii) The Purchaser accepts the risks related to an experimental product and will take all precautions that are necessary for the intended use of such product. The Purchaser declares that he has read all relevant information relating to the safety, safe use and storage of the Product and its properties and the manufacturing process, including the Safety Data Sheet, available on the Claro website or other sources, and that he will read all information joined in the packaging of the Product.

(iii) The characteristics of the Products remain valid only during a warranty period of forty five (45) days from the date of shipment, unless otherwise stated in the Product’s documentation provided by Claro or otherwise required by applicable Law.

(iv) To the extent permitted by applicable Law, Claro expressly disclaims any express or implied warranties (a) of merchantability or fitness for a particular purpose; (b) that the use of the Product will not infringe any intellectual property rights or other proprietary rights of any third party; (c) that the Product has been tested for and is free from pathogens or endotoxins or (d) that the Product is viable or, safe or non-toxic.

 

12. – Acceptance of the Products and complaints - Remedies

(i) The Purchaser shall immediately examine any delivery upon receipt. Any complaints about apparent defects or non-conformity must be formulated in writing or by e-mail to flow@claro.science at the latest within eight (8) working days after delivery and complaints for hidden defects must be formulated in writing at the latest within eight (8) working days after discovery of such hidden defect (without prejudice to article 11). The use, even of a part of the delivery, shall be considered as the acceptance of the apparent conformity thereof. Complaints for apparent and/or hidden defects can only be made before using, processing or mixing the Products. Any claim made outside these time limits shall have no effect. In all cases of complaint, the Purchaser must take all necessary measures to allow Claro to examine the Products on the spot. 

(ii) Purchasers within the EU benefit from a legal guarantee for the conformity of the Products during two (2) years as from the delivery of the Products on the condition that the Products are unused/unopened and stored in accordance with the instructions on the Product label.

(iii) If a complaint is recognized as justified, the remedy  of Claro shall be limited, at its sole choice, either to the replacement free of charge of the Products recognized as defective or non-conforming, or to the refund of the price of such Products insofar as the Purchaser has not damaged them. Replacements are only possible if the Products are in stock. 

(iv) Claro shall have no obligation to repair, replace, or refund Products as the result of (a) accident, disaster or event of force majeure, (b) misuse, fault or negligence of Purchaser or a third party, (c) use of the Products in a manner for which they were not intended, or (d) improper storage or handling of the Products. Any shipment of replacement products shall be made in accordance with article 13 and the Delivery and shipment information.

 

13. –  Returns and refunds

(i) For EU orders only:

For all Products ordered from the Webstore that are not specifically prepared according to the specifications of the Purchaser, the Purchaser has the right to return and refund during a period of fourteen (14) days from the delivery date (“withdrawal period”). In such case the Purchaser must contact the Customer Service by email at flow@claro.science, indicating the intention to return the Products listed therein, the order number and the date. The Purchaser may use the withdrawal form and attach it to the email.

The Purchaser must return the Products at his own cost without undue delay (ultimately within fourteen (14) days), and must mention in the package a return code given by Claro. Products must be returned unopened and in original packaging according to the instructions of Claro. Claro will refund the price and the delivery costs as soon as the Products are received by Claro, in principle by crediting the used payment card.

Return of non-conform Products by the Purchaser for refund or replacement is at the cost of Claro. The return dispatch will also be paid by Claro. If non-conformity is discovered after opening the Products, these opened Products can be returned.

(ii)     Returns of orders placed outside of the EU

Only non-conform Products can be returned to Claro. In such case, Claro may at its discretion decide to replace the Products or refund the price, in which case the price paid in the Webstore will be refunded, excluding any taxes, duties, charges and shipment and delivery costs.

 

14. – Limitation of liability – Indemnity

(i) Claro is not deemed to have knowledge of or to have taken into account the specific application that the Purchaser will make of the purchased Products and consequently Claro cannot be held liable therefor. It is for Purchaser to satisfy himself of the suitability of the Products for his own particular purpose.

(ii) In any event, to the maximum extent permitted by applicable Law, the total aggregate liability of Claro based on contractual liability, tort, product liability or provided information is limited to the payment of direct damages, up to a maximum amount that equals the price (VAT excluded) paid by the Purchaser for the relevant delivery batch of Products giving cause to the liability, except in the event of willful misconduct by Claro. The liability of Claro for indirect damages is always excluded, except in the event of willful misconduct of Claro. Indirect damages include, but are not limited to: consequential damages, loss of profit, opportunities, revenues or  economy, loss of production, costs of business interruption, loss of goodwill or clients, third party claims, reputational or moral damages. Claro will have no other liability on whatever ground. To the extent permitted by Law, these limitations also apply in case of gross fault or negligence.

 (iii) The limited liability of Claro in case of breach of contract will only be accepted when the Purchaser immediately serves a valid written notice to Claro, including a reasonable cure period to remedy the problem, and provided (a) Claro has not executed its obligation at the end of this term, and that (b) Purchaser is not in breach of contract. The notice has to specify in as much detail as reasonably possible the alleged fault of Claro, in order to allow Claro to take the necessary action.

(iv)             The Purchaser will hold Claro harmless against all liability claims and/or fines of third parties based on the use of the Product by the Purchaser.

(v)               Should Claro be held responsible by applicable Law for infringement on a third party’s intellectual property rights, upon condition that Claro is informed promptly about such claim, Claro will have sole authority to control the defense and any related settlement, and will pay any damages and costs awarded by a court in any infringement action against Claro or against the Purchaser, unless the infringement is caused by the Purchaser’s incorrect use of the Products. Claro may decide at its discretion to correct the infringing aspect of the Products or to obtain a license of the third party. These remedies constitute the sole remedy due by Claro.

(vi)             In case product recall is necessary, the Purchaser will provide all support to the actions undertaken by Claro in order to mitigate any risks.

 

15. – Termination of the contract

If the Purchaser is in material breach of contract, Claro will be entitled to terminate the contract unilaterally and also, at its discretion, any order which is in the process of being carried out, without prejudice to all other rights and claims for damages. The contract can be terminated by registered letter automatically, without serving of legal notice.

 

16. – Purchaser’s undertakings

The Purchaser declares that during his registration, he provides his real name and truthful and complete address, phone number, email address, payment details and other required information. He declares that he is the authorized holder of a valid debit/credit card used for his purchases. The Purchaser must keep his username and login secret. Every transaction ordered via the Purchaser’s account will be deemed ordered by the Purchaser. The Purchaser may report the loss or the disclosure of his authentication data and/or terminate his registration by contacting Claro’s Customer Service via the communication channels mentioned herein.

Unless otherwise agreed in writing, the Purchaser is responsible for obtaining all authorizations and/or licenses for compliance with applicable import Laws, Laws and regulations. Only the Purchaser is liable for the specific use he makes of the Products and/or the purposes for which he uses these Products, and only the Purchaser is responsible for using and handling the Products in compliance with applicable Laws, regulations and standards, and any instructions that Claro may provide concerning the storage, handling, use and/or disposal of the goods. The Purchaser undertakes not to use the Products in hazardous or ultra-hazardous materials, applications or activities.

 

17. –  Confidentiality

Purchaser agrees that all pricing, discounts, know-how and technical information (“Confidential Information”)  that Claro provides to Purchaser are the confidential and proprietary information of Claro. Purchaser agrees to (i) keep such information confidential and not disclose such information to any third party, and (ii) use such information solely for Purchaser’s internal purposes and in connection with the Products supplied hereunder. Nothing herein will restrict the use of information available to the general public through no fault of Purchaser.

 

18. – Intellectual property

Claro retains all rights, title and interest in and to the Confidential Information and all intellectual property rights in the Product and in the Confidential Information. Neither the sale of the Product nor any disclosure of Confidential Information can be construed as granting any licenses or rights of use to the Purchaser under any intellectual property rights of Claro (including patents or patent applications).

 

19. – Privacy

The personal information provided by the Purchaser in connection with registration shall be processed in accordance with Claro’s Privacy Policy. Claro’s website makes use of cookies in accordance with the Cookie Policy.

 

20. Severability

Should any term, clause or provision contained in these Conditions be declared or held invalid by a court of competent jurisdiction, such declaration or holding shall not affect the validity of any other term, clause or provision contained in these Conditions. If any provision  is not enforceable the parties shall negotiate in good faith to modify the provision so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner.

 

21. – Applicable Law and jurisdiction

All contracts between Claro and the Purchaser are exclusively governed by the Laws of Belgium, with exception of the United Nations Convention on Contracts for the International Sale of Goods which are hereby excluded. Any disputes arising out of or in connection with these contracts shall be irrevocably submitted to the courts of Brussels, Belgium.

However, for sales within the EU, mandatory provisions of the country where the Purchaser maintains his residence remain unaffected, and the courts of the country where the Purchaser resides may have jurisdiction. Furthermore,  the Purchaser may refer any dispute to the EU Online Dispute Resolution Platform via the URL :

https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home.chooseLanguage.

 

22. –  Communications

The Customer Service of Claro can be contacted by mail at the address mentioned above, by telephone: +3226391722 from Monday until Friday between 09:00-12:00 and 14:00-17:00 CET, and by e-mail at flow@claro.science.

 

 

GENERAL CONDITIONS OF SALE APPLICABLE TO PROFESSIONAL CUSTOMERS (B2B)

 

1. – Definitions

Claro: a division of Tessenderlo Group S.A., with registered office at Troonstraat 130, BE 1050 Brussels, Belgium, listed in the legal entities register of Brussels (RPR Brussels), VAT number BE 0412.101.728.

Purchaser: the person or company to which Claro delivers or intends to deliver Products . The Purchaser declares that he purchases the Products for business or professional purposes only, and that the Products are not intended for private non-professional use. Purchases for private, non-professional use are governed by the General Conditions of Sale to Non-Professional Consumers (above).

Incoterms®: the most recent Incoterms® published by the International Chamber of Commerce.

Products: products or equipment offered for sale by Claro on the website https://www.claro.science/ for experimental use in bio-ink applications and formulations

Webstore: the e-commerce website at https://www.claro.science/en/2-home.

 

2. – Applicability

(i) These General Conditions of Sale (“Conditions”) are together with our Privacy Policy, our Cookie Policy and any additional information that may be provided for ordering Products, applicable to applicable to all quotes, offers and contracts by which Claro delivers any Products to the Purchaser. The placing of an order in the Webstore by the Purchaser and the checking of the ‘terms acceptance’ tick box at the checkout phase implies the acceptance of these Conditions by exclusion of the Purchaser’s terms and conditions.

(ii) Any notices, disclosures, agreements and other communications relating to the use of the Webstore will be provided electronically. By accepting these Conditions the Purchaser agrees that such communications satisfy any legal requirement for communications to be in writing.

(iii) Claro reserves the right to amend these Conditions at any time, with or without notice, without affecting pending orders or contracts. The Purchaser is encouraged to check regularly for updates of these Conditions. 

(v) Claro’s Code of Conduct is available at (https://www.tessenderlo.com/en/Pages/Code-of-Conduct.aspx).

 

3. – Availability

Claro’s product range is in constant evolution, and thus Claro does not guarantee the availability of any Product advertised on the webstore. Claro reserves the right to discontinue or make certain Products unavailable, and may cancel the order in whole or in part in case of limited availability.

 

3. – Quotations and prices

Contracts can be concluded in the English language only. Unless explicitly provided otherwise, prices and quotations are presented on the Webstore catalogue with the relevant VAT taxes for Belgium but without duties, transportation and/or delivery costs. All prices published by Claro or quoted by Claro may be changed at any time without notice, which will not affect the orders already placed. and are subject to adjustments due to shipment conditions or other conditions that are not part of Claro’s original price quotation or publication, and which will appear for orders within the  EU in the final offer in the Purchaser’s basket before checkout.

Quotations are made without commitment for Claro. Special offers made by Claro are binding during the validity period stated in the offer.

 

5. – Orders and contracting process

The presentation of the Products in the Webstore does not represent a binding offer by Claro but a request to the Purchaser to submit a binding order. The Purchaser  agrees that placing an order is an order to purchase the Products listed in the order (shopping basket) at checkout and that the order is governed by these Conditions. The Purchaser agrees that all orders must be accepted and confirmed by Claro before Claro is bound by an agreement and Products are shipped. The ordering process results in a final order overview in the shopping basket. The final order overview includes the full price of the purchase, including the taxes, duties and shipping/delivery costs based on the location of the Purchaser. The checkout button will include the payment and results in a binding order.

During the ordering process, errors may be corrected by returning to former webpages. After the checkout of the order, Claro will immediately send a confirmation of receipt. However, Claro and the Purchaser are only bound by an agreement when Claro sends a confirmation of the acceptance of the order including an expected date for shipment to the e-mail address indicated by the Purchaser. The concluded agreement is filed by Claro and is accessible to the Purchaser after login to his member page. Furthermore, the contract  and these Conditions will  be sent to the e-mail box of the Purchaser in pdf format. Claro reserves the right to refuse any orders, amongst others in case there are regulatory restrictions to ship the Product to the requested delivery address.

 

6. – Force majeure

Claro reserves the right to cancel or suspend orders, the execution of which has become impossible, very difficult or exorbitant as a result of any cause for which Claro could not be held responsible and which would constitute an obstacle to the normal course of supplies, manufactures or dispatches (including but not limited to war, accident, fire, flood, strikes, lockouts, sit-ins, total or partial cessation of operations by administrative decision, mobilization, requisition, embargo, import or export restrictions or governmental measures of any kind, shortages of fuel or raw materials, non-respect by a third party of its obligations towards Claro and disproportionate price increases by the suppliers of Claro, breakdown of plant or machinery, or any other reason which is not attributable to Claro).

 

7. – Duties and taxes

Prices for the Products on the Claro Webstore catalogue include all sales, value added and other taxes and duties imposed in Belgium with respect to the sale, delivery, or use of any Products covered hereby. The final order overview before checkout includes for orders within the EU all sales, value added and other taxes and duties for the purchase and the delivery to the place of destination, all of which taxes and duties must be paid by Purchaser. Any modification made to these duties and taxes between the date of accepting an order and the date of invoicing is to the charge or to the profit of the Purchaser. For deliveries to destination countries outside the EU, additional taxes or duties may be due by the Purchaser which may not be explicitly indicated.

 

8. – Payment Conditions

Claro requires full payment in advance. Claro will not ship the Products until the price and delivery costs (freight) have been paid in full by Purchaser. The modes of payment accepted by Claro are indicated  in the checkout process.

 

9. – Delivery, transfer of risk and title

The delivery takes place in accordance to the Incoterm® Delivered at Place DAP (2010) unless explicitly agreed otherwise in Claro’s order confirmation: Claro takes on all the risks and costs of delivering the Products ready for unloading to a named location. The Purchaser is responsible for unloading, import clearance and any applicable local taxes or import duties. Title of the Products is transferred to the Purchaser upon full payment of all capital, interest and costs. In the event of non-payment, Claro will not dispatch the Products.  Claro will have the right, at its election, to make partial shipments of the Products.

 

10. – Delivery time

Unless otherwise agreed in writing, the delivery and shipping time quoted by Claro is a best estimate only and without commitment. Claro will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver.

 

 In the event of a delay due to any cause beyond Claro’s reasonable control, Claro reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Purchaser will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Purchaser’s control may be placed in storage for Purchaser by Claro at Purchaser's risk and expense..

Orders in process may be canceled or modified only with Claro’s written consent.

 

11. – Disclaimer         

(i) The Products are for research use only. The Products are not intended for diagnostic or therapeutic use or administration to animals or humans. The Products are not intended for any commercial purpose or resale (such as incorporation into products such as bio-ink for commercial sale). To the extent permitted by applicable Law, the Purchaser accepts the Products “as is”, without any representations, warranties or guarantees of any kind, express or implied, from Claro.

(ii) The Purchaser accepts the risks related to an experimental product and will take all precautions that are necessary for the intended use of such product. The Purchaser declares that he has read all relevant information relating to the safety, safe use and storage of the Product and its properties and the manufacturing process, including the Safety Data Sheet, available on the Claro website or other sources, and that he will read all information joined in the packaging of the Product.

(iii) The characteristics of the Products remain valid only during a warranty period of one (1) years from the date of shipment if unopened and stored under proper conditions, unless otherwise stated in the Product’s documentation provided by Claro.

(iv) To the extent permitted by applicable Law, Claro expressly disclaims any express or implied warranties (a) of merchantability or fitness for a particular purpose; (b) that the use of the Product will not infringe any intellectual property rights or other proprietary rights of any third party; (c) that the Product has been tested for and is free from pathogens or endotoxins or (d) that the Product is viable or, safe or non-toxic.

 

12. – Acceptance of the Products and complaints - Remedies

(i) The Purchaser shall immediately examine any delivery upon receipt. Any complaints about apparent defects or non-conformity must be formulated in writing at the latest within eight (8) working days after delivery and complaints for hidden defects must be formulated in writing or by e-mail to flow@claro.science at the latest within eight (8) working days after discovery of such hidden defect. The use, even of a part of the delivery, shall be considered as the acceptance of the apparent conformity thereof. Complaints for apparent and/or hidden defects can only be made before using, processing or mixing the Products. Any claim made outside these time limits shall have no effect. In all cases of complaint, the Purchaser must take all necessary measures to allow Claro to examine the Products on the spot. 

(ii) If a complaint is recognized as justified, the remedy  of Claro shall be limited, at its sole choice, either to the replacement free of charge of the Products recognized as defective or non-conforming, or to the refund of the price of such Products insofar as the Purchaser has not damaged them. Replacements are only possible if the Products are in stock. 

(iii) Claro shall have no obligation to repair, replace, or refund Products as the result of (a) accident, disaster or event of force majeure, (b) misuse, fault or negligence of Purchaser or a third party, (c) use of the products in a manner for which they were not intended, or (d) improper storage or handling of the Products.

 

13. – Returns and refunds

Only non-conform Products can be returned to Claro. In such case, Claro may at its discretion decide to replace the Products or refund the price, in which case the price paid in the Webstore will be refunded, excluding any taxes, duties, charges and shipment and delivery costs.

The Purchaser must return the Products at his own cost without undue delay (ultimately within fourteen (14) days), and must mention in the package a return code given by Claro. Products must be returned unopened and in original packaging according to the instructions of Claro.

 

14. – Limitation of liability – Indemnity

(i) Claro is not deemed to have knowledge of or to have taken into account the specific application that the Purchaser will make of the purchased Products and consequently Claro cannot be held liable therefor. It is for Purchaser to satisfy himself of the suitability of the Products for his own particular purpose.

(ii) In any event, to the maximum extent permitted by applicable Law, the total aggregate liability of Claro based on contractual liability, tort, product liability or provided information is limited to the payment of direct damages, up to a maximum amount that equals the price (VAT excluded) paid by the Purchaser for the relevant delivery batch of Products giving cause to the liability, except in the event of willful misconduct by Claro. The liability of Claro for indirect damages is always excluded, except in the event of willful misconduct of Claro. Indirect damages include, but are not limited to: consequential damages, loss of profit, revenues or  economy, loss of production, costs of business interruption, loss of opportunities, loss of goodwill or clients, third party claims, reputational or moral damages. Claro will have no other liability on whatever ground. These limitations also apply in case of gross fault or negligence.

 (iii) The limited liability of Claro in case of breach of contract will only be accepted when the Purchaser immediately serves a valid written notice to Claro, including a reasonable cure period to remedy the problem, and provided (a) Claro has not executed its obligation at the end of this term, and that (b) Purchaser is not in breach of contract. The notice has to specify in as much detail as reasonably possible the alleged fault of Claro, in order to allow Claro to take the necessary action.

(iv) The Purchaser will hold Claro harmless against all liability claims of third parties based on the use of the Product by the Purchaser.

(v) Should Claro be held responsible by applicable Law for infringement on a third party’s intellectual property rights, upon condition that Claro is informed promptly about such claim, Claro will have sole authority to control the defense and any related settlement, and will pay any damages and costs awarded by a court in any infringement action against Claro or against the Purchaser, unless the infringement is caused by the Purchaser’s incorrect use of the Products. Claro may decide at its discretion to correct the infringing aspect of the Products or to obtain a license of the third party. These remedies constitute the sole remedy due by Claro.

(vi)             In case product recall is necessary, the Purchaser will provide all support to the actions undertaken by Claro in order to mitigate any risks.

 

15. – Termination of the contract

If the Purchaser is in material breach of contract, Claro will be entitled to terminate the contract unilaterally and also, at its discretion, any order which is in the process of being carried out, without prejudice to all other rights and claims for damages. The contract can be terminated by registered letter automatically, without serving of legal notice.

 

16. – Purchaser’s undertakings

 

The Purchaser declares that during his registration, he provides his real name and truthful and complete address, phone number, email address, payment details and other required information, and he declares that he is authorized to represent a company if he acts on its behalf. He declares that he is the authorized holder of a valid debit/credit card used for his purchases. The Purchaser must keep his username and login secret. Every transaction ordered via the Purchaser’s account will be deemed ordered by the Purchaser. The Purchaser may report the loss or the disclosure of his authentication data and/or terminate his registration by contacting Claro’s Customer Service via the communication channels mentioned herein.

Unless otherwise agreed in writing, the Purchaser is responsible for obtaining all authorizations and/or licenses for compliance with applicable import laws, laws and regulations. Only the Purchaser is liable for the specific use he makes of the Products and/or the purposes for which he uses these Products, and only the Purchaser is responsible for using and handling the Products in compliance with applicable laws, regulations and standards, and any instructions that Claro may provide concerning the storage, handling, use and/or disposal of the goods. The Purchaser undertakes not to use the Products in hazardous or ultra-hazardous materials, applications or activities.

 

17. – Confidentiality

Purchaser agrees that all pricing, discounts, know-how and technical information (“Confidential Information”) that Claro provides to Purchaser are the confidential and proprietary information of Claro. Purchaser agrees to (i) keep such information confidential and not disclose such information to any third party, and (ii) use such information solely for Purchaser’s internal purposes and in connection with the Products supplied hereunder. Nothing herein will restrict the use of information available to the general public through no fault of Purchaser.

 

18. – Intellectual property

Claro retains all rights, title and interest in and to the Confidential Information and all intellectual property rights in the Product and in the Confidential Information. Neither the sale of the Product nor any disclosure of Confidential Information can be construed as granting any licenses or rights of use to the Purchaser under any intellectual property rights of Claro (including patents or patent applications).

 

19. –  Privacy

The personal information provided by the Purchaser in connection with registration shall be processed in accordance with Claro’s Privacy Policy. Claro’s website makes use of cookies in accordance with the Cookie Policy.

 

20. Severability

Should any term, clause or provision contained in these Conditions be declared or held invalid by a court of competent jurisdiction, such declaration or holding shall not affect the validity of any other term, clause or provision contained in these Conditions. If any provision  is not enforceable the parties shall negotiate in good faith to modify the provision so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner.

 

21. – Applicable law and jurisdiction

All contracts between Claro and the Purchaser are exclusively governed by the Laws of Belgium, with exception of the United Nations Convention on Contracts for the International Sale of Goods which are hereby excluded. Any disputes arising out of or in connection with these contracts shall be irrevocably submitted to the courts of Brussels, Belgium.

 

22. – Communications

The Customer Service of Claro can be contacted by mail at the address mentioned above, by telephone: +3226391722 from Monday until Friday between 09:00-12:00 and 14:00-17:00 CET and by e-mail at flow@claro.science.