terms of use

Last updated: October 31, 2024

1.DEFINITION

These general terms and conditions (“General Sales Conditions”) apply to any price quotation, agreement, delivery of Products or provision of services, invoice and in general any transaction performed by GOFLUO INC (“GOFLUO”), with registered office at 228 East 45th Street, Suite 9E, New York, NY 10017.

Our general terms and conditions of sale have been accepted by the buyers, even if these should conflict with the general and specific terms and conditions of purchase of these buyers. Acceptance of the Order Confirmation or pro forma invoice of the Products shall be deemed conclusive evidence of the Customer's acceptance of these General Sales Conditions.

DEFINITIONS

In this document, the following words shall have the following meanings:

  • “Agreement” means any agreement entered into in writing and signed between GOFLUO and a Customer, including these General Sales Conditions, or any Orders, and amendments thereto;
  • “Customer” means all legal persons with whom GOFLUO enters into an Agreement or with whom GOFLUO negotiates the conclusion of an Agreement and to which GOFLUO sells and/or delivers the Products;
  • “Customized Products” means all the Products that are specifically fabricated, developed or tailor-made by GOFLUO at the request of the Customer, who shall provide GOFLUO precise instructions in advance;
  • “MAP” means Minimum Advertised Price 
  • “Order” means any order placed by a Customer with GOFLUO, in any form;
  • “Order Confirmation” means a written confirmation by GOFLUO of the Order;
  • “Products” means the products to be supplied to the Customer by GOFLUO subject to an Agreement;
  • “Website” means the website of GOFLUO with the following URL: www.us-b2b.gofluo.com

2. PRODUCT INFORMATION

Any description given or applied to the Products is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Customer hereby affirms that it does not in any way rely on any description when entering into the Agreement. GOFLUO has made every effort to display as accurately as possible the colors and images of its Products that appear on its Website. GOFLUO cannot warrant that the Customer’s computer monitor's display of any color will be accurate. All descriptions of Products or Product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue the offering of any Product at any time. Any offer for any Product or service made is void where prohibited.

3. OFFERS AND QUOTATIONS

An offer or quotation by GOFLUO is not binding for GOFLUO and only serves as an invitation to the Customer to place an Order. An offer or quotation is valid for a maximum of 4 weeks, unless a different acceptance period is stated in the offer or quotation. If the Customer does not accept an offer or quotation within the applicable deadline, the offer or quotation shall be void.  Offers and quotations do not apply to repeat Orders unless GOFLUO and Customer have expressly agreed in writing.

4. ACCEPTANCE, AMENDMENT AND CANCELLATION OF THE AGREEMENT

The Order is definitely binding upon the Customer when GOFLUO has confirmed this Order in writing with an Order Confirmation, or, in the event of advance payment, with a pro forma invoice. Deliveries are executed based on availability of Products. We reserve the right to make full or partial deliveries. GOFLUO always has the right to cancel an Order for any reason whatsoever. The cancellation of an Order will never give the buyer the right to any compensation by virtue of loss and profit or any other compensation of any nature whatsoever. Every Order creates an indissoluble commitment by the buyer to GOFLUO even prior to acceptance thereof by GOFLUO. Any acceptance of Order cancellation by GOFLUO, whatever the cause of the cancellation may be, shall entail the right to damages of 30% for the benefits of GOFLUO with all reservation regarding the compensation of damage incurred in excess of the above mentioned damages.GOFLUO reserves the right, in the event that certain colors or models are not available or withdrawn from GOFLUO's product range for any reason, to supply Products in a different color or model after agreement with the Customer. In case of no agreement, the Customer is entitled to terminate the contract and cancel the Order without any other compensation.

5. PRICE

All prices quoted by GOFLUO are in the currency specified in the Order Confirmation, are exclusive of VAT (and all purchase and indirect taxes of like kind in any territory) and exclude any other costs such as customs duties, administration fees, levies and travel, shipping or transport costs, unless expressly stated or agreed otherwise. Import and export duties and taxes and any other surcharges, levies or taxes imposed or levied on the Products and their transportation shall be borne by Customer. Changes in factors prior to delivery that effect GOFLUO’s prices, including but not limited to third party rates, exchange rates, insurance rates, import and export duties and other charges that may apply to import or export, freight charges and other surcharges, levies or taxes, may be charged by GOFLUO to the Customer.

6. MAP Policy

The Customer acknowledges and agrees to comply with GOFLUO’s MAP Policy, as may be amended from time to time. The MAP Policy is designed to protect the integrity of the brand of GOFLUO and its Products. The Customer agrees not to advertise or otherwise promote GOFLUO’s Products below the prices specified in the MAP Policy. For more information, please click here.

7. PAYMENT

Please mention the invoice number as payment notification on your bank transfer. GOFLUO has the right to invoice partial deliveries if necessary. The Customer is not entitled to use the amounts due to GOFLUO to settle the payment of an amount due by GOFLUO to the Customer, for any reason whatsoever and irrespective of whether these amounts are due and payable. GOFLUO may demand one or more advance payments, the full prepayment, the execution of a prepayment or payment scheme, additional information or additional securities before proceeding to the delivery of Products or the provision of services. 

The invoice is payable within 14 days, unless expressly agreed otherwise.

In case of failure to settle the full payment on the due date of one or more invoices, GOFLUO is entitled to a late payment interest at the agreed rate of interest on arrears of 10% of the outstanding amount with a minimum of $ 75.00, without prejudice to GOFLUO’s right to claim the payment of the court costs in case judicial collection proceedings have to be instituted and without prejudice to GOFLUO ‘s right to claim additional damages if the damage actually suffered by GOFLUO is more serious.The non-payment on the due date of one single invoice shall make the outstanding balance of all the other invoices, even those not yet due, automatically immediately payable. In addition, GOFLUO shall be entitled, without a prior default notice, to entirely or partially suspend its obligations with respect to the Customer, if the Customer does not observe, for whatever reason, his payment obligations for the Order concerned, as well as for any other Order with respect to GOFLUO.

8. DELIVERY AND RISKS

The Products are sent at the risk of the recipient, even if they were sent carriage paid. Delivery times are given for information purposes only and are not mandatory. Unless explicitly stated otherwise, any delay in delivery shall under no circumstances, entail rights to cancel the sale and no compensation may be required. The contractually agreed delivery term must be respected by the Customer, without any exception. If within the delivery term the Customer fails to accept the Products, only accepts part of the Products or refuses to accept the Products, it is considered as a late cancellation, which entitles GOFLUO to compensatory damages amounting to 30% of the net purchase price as mentioned on the Order. Nothing in this Agreement shall be construed to transfer ownership or grant a licence under any intellectual property right to the Customer.

9. CUSTOMER OBLIGATIONS

The Customer shall:

  1. Provide GOFLUO with all necessary cooperation to investigate a complaint.
  2. Not be entitled to return Products to GOFLUO before GOFLUO has approved such return in writing. After such approval, the Products shall remain at risk of the Customer until received by GOFLUO.
  3. At all times make available in a timely manner all information required by GOFLUO in the performance of its activities and warranties.
  4. Not have the right to remove or make invisible any trademarks or identification marks on the Products, documents accompanying and/or relating to the Products.
  5. Not have the right to copy, modify, reverse engineer, decompile, disassemble, or otherwise tamper with the Products and/or its components.

10. INSPECTION AND COMPLAINTS

Upon delivery of the Products the Customer shall immediately take receipt of these Products and carefully examine whether the Products supplied correspond to what is stipulated in the Order Confirmation or (pro forma) invoice.  Any complaint with regard to visible defects or erroneous and/or incomplete deliveries must be sent to GOFLUO by mail (sales@gofluo.com) within five (5) calendar days from the receipt of the Products. By lack of such complaint, the Customer is considered to have accepted the Products without reservation. The notification of the Customer shall at least contain a clear and accurate description of the complaints with regard to the defects the Customer invokes, and preferably photographs of the defects. GOFLUO shall not handle Customer complaints relating to a color deviation. Customer acknowledges that GOFLUO’s Refund Policy (available on www.gofluo.com) for private consumers does not apply to the Agreement and cannot derive any rights from this policy.

11.WARRANTY

GOFLUO warrants any Product to be free from hidden defects in workmanship and materials for a period of 6 months from the date of delivery. Discovered defects in the Products must be immediately notified in writing, in accordance with article 11 hereof, by the Customer to GOFLUO upon discovery, and no later than 6 months from the date of delivery. This notification shall not suspend the payment obligations of the Customer. GOFLUO shall be entitled to choose to either repair or replace the Products with defects, or to refund to the Customer a part of the purchase price in proportion to the seriousness of the defect. Customer acknowledges that GOFLUO’’s Warranty Policy (available on its Website) for consumers does not apply to the Agreement and cannot derive any rights from this policy.

This warranty does not apply to:

  1. consumable parts, such as protective coatings that are designed to diminish over time, unless failure has occurred due to a defect in materials or workmanship;
  2. to cosmetic damage, including but not limited to scratches, unless failure has occurred due to a defect in materials or workmanship;
  3. to damage caused by use with a third party component or product that does not meet the Product’s specifications;
  4. damage caused by accident, abuse, misuse, fire, earthquake or other external cause;
  5. damage caused by operating the Product outside GOFLUO’’s published guidelines;
  6. a Product that has been modified to alter functionality or capability without the written permission of GOFLUO; or
  7. damage caused by normal wear and tear or otherwise due to the normal aging of the Product.

12.POINT OF SALES

The Customer may only sell the Products at the sales point mentioned in the Order. Any change of the location or opening of one or more additional establishments by the Customer is subject to the prior written consent of GOFLUO.

13. RESERVE OF PROPERTY

GOFLUO retains the property of all Products sold, irrespective of whether they are delivered, until GOFLUO has received full payment. The Customer is aware that the violation of the above-mentioned prohibition can be sanctioned under civil and penal law. The Products delivered with retention of title are kept by the Customer at his own expense and risk.

14. LIABILITY AND INDEMNIFICATION

Unless stipulated otherwise and except in the event of intent, the contractual and extra-contractual liability for direct damages of GOFLUO under the Agreement shall be limited at all times to the value of the Order concerned. Except in the event of fraud or willful misconduct, the liability of GOFLUO is in all respects limited to physical injury and direct material damages. GOFLUO is not liable to Customer, for any intangible, indirect or consequential damage including but not limited to loss of profit, loss of turnover, loss of income, production restrictions, administration or personnel costs, increase of general costs, loss of clientele or claims of third parties.

Customer shall defend and indemnify GOFLUO against any infringement of article 9 of these General Sales Conditions.

15. TERMINATION

If the Customer does not properly or timely fulfil his/her obligations arising from the Agreement, the Customer will be in default and GOFLUO will be entitled, without prior notice:

  1. Suspend the fulfilment of the Agreement until payment is properly secured; and/or
  2. To fully or partially terminate the Agreement with the Customer;
  3. All this without prejudice to other rights of GOFLUO under any Agreement and without GOFLUO being liable for damages.

In the event of bankruptcy, (provisional) suspension of payments, liquidation or seizure of one or more of the Customer’s assets, or if the Customer is aware that one of these situations may occur, the Customer must inform GOFLUO thereof as soon as possible. In such situation, all claims of GOFLUO on the Customer shall be immediately due and payable in full. In addition, all Agreements with the Customer will be terminated immediately by means of a notification from GOFLUO or GOFLUO will inform the Customer about its wish to comply with (part of) the Agreement in question. In this case, GOFLUO will be entitled without any notice of default:

  1. To suspend the fulfillment of the Agreement(s) until payment has been properly secured; and/or
  2. To suspend all possible payment obligations to the Customer;
  3. All this without prejudice to other rights of GOFLUO that are part of an Agreement and without GOFLUO being held liable for damages.

16. TRANSFER OF RIGHTS

Customer may not transfer any rights or obligations from the Agreement to third parties, unless GOFLUO has given its prior written consent. Any attempt of the Customer of transferring rights and obligations which is in violation of this article, is void. GOFLUO may assign any rights or obligations under the Agreement to third parties without notice to or consent of the Customer. The Agreement is binding for any permitted successor or beneficiary.

17.AMENDMENT OF GENERAL SALES CONDITIONS

GOFLUO may modify the present Agreement at any time upon prior notification to the Customer. In the absence of opposition within 15 calendar days, the Customer shall be deemed to have accepted the amendments in their entirety and irrevocably.

18. DIVISIBILITY - MISCELLANEOUS

GOFLUO reserves the right to digitise all printed documents. Digitised documents are considered to have the same legal value as printed documents.

19. LAW AND JURISDICTION

This agreement is governed exclusively by the laws of the State of New York, United States of America. In case of disputes, only the courts of New York shall be authorized with reservation of our right to bring the disputes before any court that is territorially authorized, including that of the buyer.