Joosen-Luyckx Aqua Bio nv, a public limited liability company incorporated under the laws of Belgium, registered with the Crossroad Bank for Enterprises with number 0440.948.241, whose registered office is situated at 2300 Turnhout, Oude Kaai 26 (hereinafter referred to as “Aqua Bio”) is specialized in the development, production and distribution of high quality caviar (hereinafter referred to as “the Products”).
The customer can be any natural person or legal entity that enters into a contractual relationship with Aqua Bio within the framework of its, his or her professional, commercial or craftsmanship related activities (hereinafter referred to as “the Customer”).
Article 1: Applicability
1.1 Safe as explicitly accepted otherwise in writing by Aqua Bio, these general terms and conditions shall apply to all offers of Aqua Bio and/ or agreements between Aqua Bio and the Customer.
1.2 If a Customer agrees to place an order with Aqua Bio, this automatically implies that the Customer acknowledges to be informed of and to have accepted these general terms and conditions.
1.3 The application of these terms and conditions excludes the application of any (general or specific) terms and conditions of the Customer.
Article 2: Offer
2.1 If an offer has a limited period of validity or is made subject to conditions, this will be explicitly stated in the offer.
2.2 The offer contains a complete and accurate description of the products, digital content and / or services offered. The description is sufficiently detailed to enable the consumer to make a proper assessment of the offer. If Aqua Bio uses images, these are a true representation of the products, services and / or digital content offered. Obvious mistakes or errors in the offer do not bind AQUA BIO.
2.3 Each offer contains such information that it is clear to the consumer what rights and obligations are attached to accepting the offer.
2.4 Caviar is a natural product, we do not work with dyes. That is why it is possible that the colors of the caviar on the webshop may deviate from the actual color. The color of Gold Label, Osietra and Platinum can have a green, gray but also a black color. This does not affect the taste and quality of the caviar.
Article 3: The agreement
3.1 Subject to the provisions of Article 2, the agreement is concluded at the moment the consumer accepts the offer and meets the corresponding conditions.
3.2 If the consumer has accepted the offer electronically, Aqua Bio will immediately confirm receipt of the acceptance of the offer electronically.
3.3 If the agreement is concluded electronically, Aqua Bio will take appropriate technical and organizational measures to protect the electronic transfer of data and Aqua Bio will ensure a secure web environment. If the consumer is obliged to pay electronically, AQUA BIO will observe appropriate security measures.
Article 4: Complaints
4.1 The Customer shall promptly inspect all Products for visible defects and shortages. The Customer shall notify Aqua Bio of any visible defects within 7 working days of receipt of the Products.
4.2 Filing a complaint does not suspend the payment obligations of the Customer.
4.3 Complaints related to hidden defects in the Products must be notified in writing to Aqua Bio immediately after the discovery thereof. The complaint must be accurately explained and detailed. Any complaint filed after the expiry date of the concerning Product will be disregarded.
4.4 If the Products of Aqua Bio would in fact be defective, the Customer will be entitled to have the concerning Products replaced, without any form of compensation of additional damages.
4.5 The unconditional acceptance of the Products by the Customer will result from:
- the complete payment of the invoice; and/ or
- the reception of the invoice without objection; and/ or
- the use or resale of the Products.
Article 5: Prices
5.1 Unless parties have agreed otherwise, Products will be provided by Aqua Bio at a flat-rate price agreed upon by the parties in the relevant agreement or invoiced in accordance with the rates or prices as applicable on that day.
Upon written request of the Customer, he will be provided with the then current price list by Aqua Bio.
5.2 The VAT, any other taxes and possible costs related to the Products, provided by Aqua Bio, including all taxes and possible costs that have been implemented since the effective date of the agreement, are charged to the Customer.
5.3 Aqua Bio will be entitled to adapt and increase the prices that are agreed upon after the effective date of the agreement, if one or more factors that affect the cost price (such as but not limited to the prices of raw materials, power costs and wage and salary costs) have increased, even if this was caused by foreseeable circumstances.
Article 6: Payment
6.1 Unless agreed otherwise in writing, the invoices of Aqua Bio are payable at the time of placing the order. The invoices are paid in EURO by electronic means or, if expressly agreed otherwise in writing, by bank transfer to the bank account as shown on the relevant invoice.
6.2 Aqua Bio is entitled to request for an advance payment and/ or the complete prepayment of an invoice. As long as Aqua Bio has not received the required amount, Aqua Bio will be entitled to suspend the execution of the agreement.
The first order of a new Customer, regardless of its size, and every order below 250 EUR, excluding taxes, will be paid in cash and/ or upfront.
6.3 Complaints related to the invoices of Aqua Bio are only admissible in case of a detailed notification to Aqua Bio in writing within 7 working days from the invoice issue date (without this being considered as the acceptance of its content by Aqua Bio). Without such notification, the invoice is deemed to be accepted by the Customer without reservation.
6.4 In case of non-payment of an invoice on the expiry date, all other amounts due by the Customer will become immediately payable without prior written notice. In such case, Aqua Bio will be entitled to suspend the execution of all pending deliveries, without any compensation or prior written notice to the Customer.
6.5 In case of non-payment of an invoice on the expiry date, an interest of 1% per month and a lump sum of 10% on the invoiced amount, excluding taxes, and with a minimum of 150 EUR will be due, automatically and without prior written notice, without prejudice to the right of Aqua Bio to claim the actual damages that were suffered because of the late/ non-payment by the Customer.
Article 7: Delivery and acceptance
7.1 Delivery takes place ex works, irrespective of what has been agreed with regard to freight and other costs and who is responsible for the shipment, so that the goods always travel at the risk of the customer.
7.2 After expiry of the expressly agreed delivery terms, the goods are always at the risk of the customer, even if they are in the warehouses of Aqua Bio.
Article 8: Right of withdrawal / return
8.1 Due to the nature of the goods offered, it is not possible for the consumer to invoke any right of withdrawal.
8.2 The goods can never be returned to Aqua Bio and there will never be a refund.
Article 9: Retention of title
9.1 Title to the Products shall remain vested in Aqua Bio and shall not pass to the Customer until the purchase price for the Products has been paid in full and received by Aqua Bio. Irrespective of whether title to the Products remains vested in AUQA BIO, the risk of damage to or loss of the Products shall pass to the Customer upon delivery.
9.2 Until the moment that title to the Products will be vested in the Customer, the Customer will (i) not be allowed to sell or otherwise deal with and/or dispose of all or any part of the Products and (ii) mark the goods as the Aqua Bio’s property and (iii) store the Products separately from goods belonging to the Customer or to third parties.
9.3 The Customer agrees to inform Aqua Bio immediately in writing when the Products are seized by a third party.
9.4 The Customer also agrees to inform Aqua Bio when the Products are stored in a building that is not the property of Aqua Bio, and the Customer will, if so required by Aqua Bio, inform the latter of the identity of the owner of such building.
Article 10: Limited liability
10.1 Except in case of willful intent or gross negligence, Aqua Bio will not be liable for immaterial, indirect or consequential damages, including but not limited to loss of profit or turnover, business interruption, loss of income, loss of customers, or any other form of damages.
10.2 The total (contractual and non-contractual) liability of Aqua Bio will in any case be limited to the amounts that were paid by the Customer for the Products under the related offer.
10.3 The Customer confirms that the information and products it provides to Aqua Bio are not defective and do not infringe on third party rights. The Customer will safeguard and hold Aqua Bio harmless from any claims in this respect.
Article 11: Severability
11.1 If any court or competent authority decides that any of the provisions (of part thereof) of these terms and conditions are invalid, unlawful or unenforceable to any extent, that provision will, to that extent only, be severed from the remaining provisions of these terms and conditions, which will continue to be valid to the fullest extent permitted by law. In such case, the parties agree to negotiate in good faith in order to replace the concerning provision with a valid and lawful alternative in accordance with the original provision.
Article 12: Confidentiality
12.1 All information that has been shared between Aqua Bio and the Customer in the framework of the agreement, will be considered as confidential information, and both parties will hold such information strictly confidential, unless (i) the information has already been made public by one of the parties prior to the effective date of the agreement or (ii) the concerning information should be considered as being part of the public domain.
12.2 The parties agree to hold all confidential information confidential during the term of the agreement and for a period of 1 year after the end of the agreement, and will refrain from using, multiplying, making the information public or allowing that it is used for other purposes than the ones it was originally shared for.
Article 13: Absence of exclusivity
13.1 Neither of the parties will be bound by any exclusivity obligation towards the other party.
Article 14: Major Force
14.1 Neither party shall be liable for any delay or failure to perform hereunder if such delay or failure is due to a force majeure event. A force majeure event is any cause beyond the reasonable control of such party that prevents that party from performing under the agreement, temporarily or permanently, even if the cause was foreseeable. Without being exhaustive, a force majeure event includes: stock shortages, third party delays, defective machines, strike, lockout, fire, uprising, war, epidemic, flood, electrical, IT, internet or telecommunications failures and government related decisions.
14.2 The party that invokes a major force event is not obligated to prove the unforeseeable nature thereof.
14.3 In case of a major force event, the performance of services hereunder of the concerning party is suspended. Both parties will use best efforts to limit the consequences of the force majeure event. In the event either party is unable to resume performance of the applicable services within 2 months of providing notice of a force majeure event, the other Party may terminate the agreement immediately, without compensation to the other party.
Article 15: Applicable law and jurisdiction
15.1 These general terms and conditions are governed by Belgian law. All disputes arising out of or in connection with these general terms and conditions are submitted to the exclusive jurisdiction of the courts of Turnhout, unless Belgian (mandatory) law prescribes that such dispute should be handled by a different court.