GENERAL TERMS AND CONDITIONS OF SALE

16/07/2025 EDITION

 

1. Preamble & Scope

1.1. These General Terms and Conditions of Sale (“GTC”) strictly govern all sales of products and related services performed by HABILIS NUMERICUS LTD, a company incorporated under English law, registered with Companies House under number [Company Number], whose registered office is located at [Registered Address].

They apply to any business relationship between HABILIS NUMERICUS LTD (the “Seller”) and:

  • Any natural person acting as a consumer as defined under applicable EU consumer law (“B2C Client”);

  • Or any professional, legal or natural person acting within the scope of their business activity (“B2B Client”).

HABILIS NUMERICUS LTD and the Client are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1.2. These GTC apply to any Order placed:

  • On the website IAMNUC, or any affiliated site operated by the Seller (the “Site”);

  • Or through the Seller’s commercial department (phone, email or any other written means).

These GTC take precedence over any general purchasing terms of the Client unless expressly agreed otherwise in writing by the Seller.

1.3. Full acceptance of these GTC is a prerequisite to any Order.
Acceptance is evidenced by:

  • For B2C Clients: checking the box “I have read and accept the General Terms and Conditions of Sale without reservation” before validating the Order;

  • For B2B Clients: written or electronic validation of any offer, quotation, or purchase order after checking its details.

1.4. For B2C Clients, mandatory provisions of EU consumer law and any local consumer protection rules in the Client’s country of residence shall apply where required by law.
The Client confirms that all pre-contractual information has been provided in a clear and comprehensible manner (product features, total price, delivery terms, Seller identity, and legal rights).

1.5. For B2B Clients, any derogation from these GTC must be expressly agreed in writing and signed by a duly authorised representative of HABILIS NUMERICUS LTD. It is the Client’s responsibility to consult the GTC in force at the date of each Order.

1.6. HABILIS NUMERICUS LTD reserves the right to amend these GTC at any time without notice to reflect changes in applicable law, business practices or its operational needs. The version applicable is that in force at the date of final Order validation.

2. Definitions

  • B2C Client: Any natural person acting as a consumer as defined by applicable EU or local consumer law.

  • B2B Client: Any natural or legal person acting for purposes relating to their trade, business, craft or profession.

  • Product(s): Any goods, hardware, accessories, spare parts, software or services offered for sale by HABILIS NUMERICUS LTD as described on the Site or in any commercial document.

  • Order: Any firm purchase request placed by the Client, validated on the Site or via other means accepted by the Seller, and governed by these GTC.

  • Contract: The contractual framework formed by the validated Order, these GTC and any quotation, purchase order or specific agreement signed between the Parties.

  • RMA (Return Merchandise Authorization): The mandatory procedure by which the Client obtains a return authorisation number prior to any return of Product for repair, exchange or refund.

  • Site: The main website operated by HABILIS NUMERICUS LTD and any affiliated sub-domain or authorised platform.

  • Force Majeure: Any unforeseeable, unavoidable and external event that makes the full or partial performance of contractual obligations impossible (e.g., natural disasters, fires, riots, wars, strikes, pandemics, cyberattacks).

3. Order & Formation of Contract

3.1. Placing an Order

a) B2C Clients
The Client may place an Order:

  • By creating a secure personal account on the Site, or

  • As a guest, by providing all information necessary for billing, delivery and secure payment.

In both cases, the Client selects the desired Products based on their online descriptions, which specify the essential characteristics and availability. The Client may view and amend the Order content at any time before final validation via the “My Cart” section.

The Order is final once the Client has validated it, accepted these GTC and completed secure payment. The Client then receives an email confirmation summarising the Order.

b) B2B Clients
The Client may place an Order:

  • Online on the Site using the same process, or

  • Off-site through the commercial department by email, phone or any other written means.

A written quotation or purchase order will then be issued and is valid for 15 calendar days unless otherwise stated. The Order is only accepted once:

  • The Client has returned a signed copy without modification; and

  • Payment has been validated.

3.2. Formation of the Contract

The Contract is deemed formed upon the earliest of the following:

  • Written confirmation of the Order by HABILIS NUMERICUS LTD;

  • Commencement of delivery or performance; or

  • Actual receipt of full payment.

3.3. Modification

Any change requested by the Client after final validation requires the prior written agreement of the Seller and may lead to adjustments to the price or delivery time.

3.4. Product Availability

Products are offered with a binding technical description. In the event of unavailability after Order confirmation, the Seller will inform the Client promptly and may offer an alternative Product or a refund.

3.5. Refusal or Cancellation

The Seller reserves the right to refuse or cancel any Order for legitimate reasons, including but not limited to:

  • Abnormally large Orders from a B2C Client;

  • Unresolved disputes or payment incidents;

  • Suspicion of fraud or identity theft;

  • Exceeding agreed credit limits for B2B Clients.

In such cases, only amounts already paid for undelivered Products will be refunded.

4. Prices & Payment Terms

4.1. Prices

a) B2C Clients
Prices are shown in EUR (€) or GBP (£) inclusive of all taxes (VAT) for deliveries within the EU or UK. Shipping fees, customs duties or local taxes for deliveries outside mainland France or the UK are the sole responsibility of the Client.

b) B2B Clients
Prices are shown excluding VAT. The invoice details the net amount, VAT rate and gross total payable. For intra-EU sales, B2B Clients with a valid VAT number may be exempt from VAT under EU Directive 2006/112/EC. It is the Client’s responsibility to provide a valid VAT number.

c) Price Revision
The Seller may adjust prices at any time but the applicable price is the one confirmed upon Order validation.

4.2. Payment

All payments are due in full and upfront, unless otherwise agreed in writing.

Accepted payment methods:

  • Secure bank card (CB, Visa, Mastercard, American Express) with 3D Secure;

  • PayPal;

  • Cryptocurrency payment via XMONEY (https://xmoney.com) — irreversible.

If refunded (e.g., withdrawal, warranty claim), crypto payments will be refunded in euros (€) at the exchange rate in effect on the date of refund. Conversion fees remain at the Client’s expense.

HABILIS NUMERICUS LTD does not store banking data; only trusted payment partners (e.g., STRIPE, PAYPAL) may process such information.

4.3. Late Payment — B2B

Any late payment automatically incurs:

  • Late payment penalties at five (5) times the legal interest rate;

  • A fixed recovery indemnity of EUR 40;

  • Possible suspension of deliveries and/or termination of the Contract.

4.4. Customs Duties & Local Taxes

The Client remains solely responsible for customs duties, import taxes or clearance fees when shipping outside the EU or UK. It is their responsibility to comply with local regulations.

5. Delivery & Transfer of Risk

5.1. Delivery Address

Products are delivered to the address provided by the Client when placing the Order. This may differ from the billing address. The Client is solely responsible for ensuring that all information provided is accurate and complete. HABILIS NUMERICUS LTD cannot be held liable for delivery issues due to incorrect or incomplete information.

5.2. Delivery Deadlines

Unless expressly stated otherwise, delivery times are indicative only and stated in working days. For B2C Clients, if the indicative deadline is exceeded by more than 15 working days, the Client may request delivery within a reasonable additional period. If the Seller still fails to deliver, the Client may cancel the Contract and receive a full refund.

5.3. Inspection on Receipt

Upon delivery, the Client must inspect:

  • The condition of the packaging,

  • The number of parcels delivered, and

  • The condition and conformity of the Products.

Any anomaly (damage, missing items, breakage) must be:

  • Clearly stated with detailed reservations on the delivery slip in the carrier’s presence;

  • Confirmed in writing to the carrier by registered letter with acknowledgment of receipt within 3 working days;

  • A copy sent to HABILIS NUMERICUS LTD within 7 working days by email or post.

Failure to comply will be deemed full acceptance of delivery.

5.4. Transfer of Risk

  • B2C Clients: Risk transfers upon physical handover to the Client or a designated third party.

  • B2B Clients: Risk transfers upon handover to the carrier, even for carriage-paid deliveries.

Title remains reserved until full payment, as specified in Article 10.

5.5. Customs & Restrictions

For deliveries outside mainland France or the UK, the Client is responsible for import procedures, customs duties, local taxes, or clearance fees. The Client must ensure compliance with any local import or use restrictions. Certain Products may contain components subject to export control.

5.6. RMA Return Centres

For any authorised return (withdrawal, warranty, service), the Client must:

  • Follow the RMA procedure, obtain a unique return number,

  • Package Products properly to avoid damage.

To limit customs fees, HABILIS NUMERICUS LTD provides two EU RMA centres:

  • ???????? France: 37 avenue Jules Julien – 31400 TOULOUSE – FRANCE

  • ???????? Romania: Strada Campul Pipera 125/9 – 077190 ILFOV – ROMANIA

The Client must return the Product to the closest RMA centre.

6. Right of Withdrawal & Returns

6.1. Right of Withdrawal (B2C)

In accordance with EU Consumer Law, B2C Clients have 14 calendar days from receipt to exercise their right of withdrawal without needing to justify reasons or pay penalties, except for return shipping costs.

The Client must notify HABILIS NUMERICUS LTD:

  • Using the online withdrawal form,

  • Or by registered letter or email with acknowledgment of receipt.

HABILIS NUMERICUS LTD will confirm receipt promptly.

The Client then has 14 more days to return Products at their expense, unused, undamaged, and in original packaging with all accessories. Non-compliant returns will be refused.

The refund covers the Product price and standard delivery charges (excluding express fees). It will be issued within 14 days of receipt of returned goods or proof of dispatch, whichever is earlier.

Exceptions:
No right of withdrawal applies for:

  • Bespoke or customised Products,

  • Software or digital content unsealed or installed,

  • Opened Products not suitable for return for hygiene reasons.

6.2. B2B Returns

No return is accepted for B2B Clients without prior written agreement. A unique RMA number is required for any authorised return.

6.3. RMA Addresses

Authorised returns must be sent to:

  • ???????? France: 37 avenue Jules Julien – 31400 TOULOUSE – FRANCE

  • ???????? Romania: Strada Campul Pipera 125/9 – 077190 ILFOV – ROMANIA

6.4. Practical Conditions

Clients must:

  • Back up and delete personal data before return (see GDPR).

  • Ensure complete, secure packaging.

  • Cover return costs unless the Product is defective under warranty.

7. Legal & Commercial Guarantees

7.1. Legal Guarantee (B2C)

HABILIS NUMERICUS LTD is liable for non-conformities under EU Directive 2019/771 and the UK Consumer Rights Act 2015.

Consumers benefit from:

  • A 2-year period to make a claim.

  • The presumption of non-conformity for 24 months for new goods.

  • Repair or replacement free of charge; if impossible or disproportionate, a price reduction or cancellation.

  • Return shipping costs are borne by the Seller.

7.2. Commercial Guarantee

An additional commercial warranty may apply as described on the Product page or order document. This does not affect legal rights.

7.3. Conditions & RMA

Claims must be made in writing with proof of purchase and serial number. Returns must follow the RMA procedure and be complete.

Clients must back up and delete data before sending.

7.4. Exclusions

No warranty applies to:

  • Misuse, shocks, falls, power surges, humidity or extreme conditions.

  • Unauthorised modifications or repairs.

  • Consumables and normal wear parts.

  • Third-party software or configurations.

  • Indirect or intangible losses.

7.5. B2B Specific

Unless agreed otherwise, Products are provided “as is”. Any legal warranty for hidden defects is expressly limited or excluded as permitted by law.

7.6. Services & Deliverables

Services are guaranteed to comply with contractual documents and to be performed with reasonable care and skill. Delivery times may vary due to availability or location.

7.7. Data

Clients must back up their data; the Seller cannot be held liable for lost or disclosed data.

8. Liability & Limitation of Warranty

  • B2C: The Seller is liable for proper performance under consumer law but may not be liable for misuse or force majeure.

  • B2B: Liability is limited to direct, foreseeable damage, capped at the net price paid for the Order. Indirect losses are excluded.

  • The Seller is not liable for third-party software or compatibility.

  • Force majeure includes unforeseeable, unavoidable and external events (e.g., natural disasters, strikes, cyberattacks).

  • Clients must back up and delete personal data.

9. Intellectual Property & Personal Data

All content (site elements, visuals, texts, logos, databases, technical docs, software) is the exclusive property of the Seller or its partners.

Reproduction, modification, or distribution without written consent is forbidden.

Software or firmware is licensed for limited use only.

GDPR & UK GDPR: The Seller processes data per applicable law. Clients can access, update or delete their data via their secure account or by contacting HABILIS NULERICUS LTD.

Cookies are managed via the Site’s cookie policy.

10. Retention of Title

Products remain the Seller’s property until full payment. Risks transfer at delivery to the Client (B2C) or handover to carrier (B2B).

The Client must keep goods in good condition, separate and identifiable until paid.

11. Governing Law & Dispute Resolution

English law applies.
EU consumer mandatory law applies for B2C.

Mediation B2C: CNPM – Médiation Consommation
www.cnpm-mediation-consommation.eu
European ODR: https://ec.europa.eu/consumers/odr

Jurisdiction:

  • B2C: competent court of the Client’s residence or other Brussels I bis option.

  • B2B: courts of England and Wales exclusively.

12. Environmental Responsibility & WEEE Take-back

HABILIS NUMERICUS LTD complies with EU Directive 2012/19/EU (WEEE).
For B2C, a “one for one” take-back system is offered when purchasing a new equivalent Product.

For B2B, the Client must manage end-of-life equipment in line with EU requirements.