Terms and conditions

The following text applies from 1 September 2018.

Table of Contents

1. Application and definitions

2. Offers/quotes

3. Creation and content of Agreements

4. Prices

5. Delivery and delivery timeframes

6. Transport and risk

7. Retention of title

8. Data protection

9. Defects and warranty

10. Complaints

11. Force majeure

12. Liability

13. Intellectual property rights

14. Payment

15. Payment defaults; interest and costs

16. Termination of Agreements

17. Right of withdrawal

18. Confidential information

19. Amendments to Agreements; transfer

20. Loan fridges

21. Disputes / applicable law

22. Validity

 

GENERAL TERMS AND CONDITIONS OF SALE

 

1. Application and definitions

  1. In these Terms and Conditions, the following definitions apply:

            a)     Customer: Any natural person or legal entity who enters into or has entered into an Agreement with the Supplier, or to whom an offer or quote is made or given by or on behalf of the Supplier, or to whom or at the request of whom a delivery is or will be made by or on behalf of the Supplier, or at the request of or on behalf of whom one or more services are performed by or on behalf of the Supplier;

            b)     Supplier: House of Nutrition Belgium BVBA, a company having its registered office at Raymond Delbekestraat 373, 2980 Zoersel, registered in the Crossroads Bank for Enterprises under number 0700.601.207 (Antwerp Register of Legal Entities, Antwerp division);

            c)     Product(s): All products offered by the Supplier.

            d)     Agreement: Any agreement between the Customer and the Supplier regarding the sale and purchase of Products or the provision of services, including but not limited to Distance Contracts;

            e)     Distance Contract: Any agreement concluded between the Customer and the Supplier under an organised distance sales or service-provision scheme without the simultaneous physical presence of the Customer and the Supplier, with the exclusive use of one or more means of distance communication up to and including the time at which the Agreement is concluded; and

             f)      Terms and Conditions: These general terms and conditions of sale concerning the sale and delivery of Products by the Supplier.

  1. All offers made by or on behalf of the Supplier, quotes issued, Agreements entered into and the performance thereof, including all actions performed in the context of such Agreements, as well as deliveries made and services performed in relation to the Product, are subject to these Terms and Conditions. Deviations from these Terms and Conditions are valid only if agreed to in writing by the Supplier and the Customer. The Terms and Conditions apply to every contact between the Supplier and the Customer, regardless of the means of communication used.
  2. The applicability of any general terms and conditions other than these Terms and Conditions is hereby expressly excluded, unless a deviation from these Terms and Conditions is expressly contained in an Agreement. By accepting an offer or quote made by or on behalf of the Supplier, by entering into an Agreement with the Supplier, by accepting a delivery made by or on behalf of the Supplier, or by accepting services performed by or on behalf of the Supplier, the Customer unconditionally accepts that these Terms and Conditions apply and that the applicability of other general terms and conditions as referred to in this clause is excluded, and where relevant the Customer waives the applicability of all other general terms and conditions.
  3. Different conditions apply only if the Supplier and the Customer have agreed to this in writing, and then only for the Agreement in which the conditions in question are agreed; otherwise, these Terms and Conditions continue to apply. 

2. Offers/quotes

  1. The Supplier will always describe as fully and accurately as possible what is being sold and how the ordering process will work. The description will contain, at a minimum, the primary characteristics of the Products.
  2. Every offer or quote made by or on behalf of the Supplier, in whatever form, is free of obligations and does not bind the Supplier, unless and to the extent that the Supplier states otherwise in writing or the parties agree otherwise in writing.
  3. Acceptance by the Customer of an offer or quote made by or on behalf of the Supplier that deviates from the original offer or quote constitutes both a rejection of that offer or quote and a new offer that does not bind the Supplier.
  4. Offers are valid only while stocks last. If the Product is no longer in stock, the Supplier reserves the right to inform the Customer of this fact within a maximum of seven (7) calendar days.
  5. The Supplier is not bound by an offer that is clearly affected by a mistake or error. Manifest or obvious errors in quoted prices, such as obvious inaccuracies, may be corrected by the Supplier even after the creation of an Agreement, as a result of which the Customer may terminate the Agreement. In the event of a manifest error in pricing, i.e. a price which a normal, prudent and reasonable person would reasonably suspect to be a mistake, the Supplier is not required to deliver the Product.
  6. All images (including photos, drawings, etc.) as well as all data concerning weights, dimensions, colours, images of labels, etc. on the Supplier’s website are approximate and indicative, and cannot give rise to any compensation or grounds for termination of an Agreement.

3. Creation and content of Agreements

  1. Products will be purchased from the Supplier’s range using the online or offline ordering methods.
  2. With the offline ordering method, an Agreement is created only once the Supplier has accepted an order or assignment in writing, or has confirmed it by telephone. The written acceptance or confirmation of assignment by the Supplier is deemed to fully and accurately set out the Agreement.
  3. With the online ordering method, the Supplier uses electronic means to confirm as quickly as possible receipt of the acceptance of the offer/quote, receipt of the order or the creation of an Agreement.
  4. With Distance Contracts, the Customer expressly acknowledges that placing an order gives rise to a payment obligation.
  5. In accordance with Book XII of the Code of Economic Law, the parties expressly acknowledge that electronic forms of communication can result in the creation of a valid Agreement. The Supplier can make use of any electronic files in its possession, within the confines of the law, to prove the existence of an Agreement. An ordinary, digital or electronically-certified signature is not an essential requirement of proof.

4. Prices

  1. All quoted prices are obligation-free, unless agreed otherwise in writing.
  2. Unless expressly agreed otherwise, the Supplier’s prices will be:

            a)     Expressed in euros;

            b)     Based on delivery ex-warehouse from the Supplier’s business premises;

            c)     Inclusive of VAT, with the exception of purchases by the Customer in the context of business or professional activities;

            d)     Exclusive of transport and/or shipping costs;

            e)     Exclusive of costs associated with the use of certain means of payment, insofar as these are expressly communicated to the Customer; and

             f)      Exclusive of the cost of insurance for transport/shipping, as well as costs associated with insurance for transport/shipping, if insurance is desired by the Customer.

5. Delivery and delivery timeframes

  1. Unless the parties expressly agree otherwise in writing, deliveries will be made ex-warehouse from the Supplier’s business premises. The time of delivery is the moment of delivery ex-warehouse from the Supplier’s business premises.
  2. In principle, every Distance Contract will be performed within thirty (30) calendar days from the order confirmation.
  3. Except in cases of force majeure and unless another delivery timeframe is agreed in writing, orders will be delivered no more than thirty (30) calendar days from the order confirmation. 
  4. If the Product is not accepted by the Customer at the delivery time or within the delivery timeframe, or if the Customer does not comply with an agreed call-off period, the Supplier is entitled to invoice the Customer for the Products in question, and the Supplier is also entitled, at its discretion but entirely at the Customer’s risk and expense, to store or arrange for storage of the Products. Consequently, the Supplier is entitled to charge the Customer for the storage expenses and any additional harm and costs. In the event that the Customer does not accept or call off a purchase within the specified period, the Supplier may ask, at its discretion, a court to order the Customer to comply, or may terminate the Agreement, without prejudice to the Supplier’s right to claim damages in both instances.

6. Transport and risk

  1. The risk relating to Products sold by or on behalf of the Supplier and/or delivered to the Customer passes to the Customer at the time that the Products are first offered. In principle every delivery requires signature of the delivery confirmation, but a lack of signature has no impact on the transfer of risk.
  2. If no precise written instructions are given by the Customer to the Supplier, the method of packaging, transport, shipping, etc. of the Product will be determined by the Supplier wholly at its own discretion and with the care that can reasonably be expected from the Supplier. In principle, the transport or shipping of the Product will be uninsured, which means that – as specified in clause 4(2)(f) of these Terms and Conditions – the Supplier’s prices are exclusive of the cost of insurance for transport/shipping, etc. For deliveries to a consumer or trader in Belgium, the transport costs will depend on the order amount. Where applicable, the transport costs will be passed on to the Customer. For a delivery outside of Belgium, there will always be transport costs which will be passed on to the Customer.  
  3. In accordance with clause 4(2)(d) of these Terms and Conditions all Products will be shipped at the Customer’s expense, unless the shipping costs are factored into the price.
  4. If, at the express request of a Customer who is a private individual, the Supplier decides to deliver the ordered Products to the Customer’s address, the delivery will be made to a ground-floor location which is accessible for the delivery vehicle and, even if transport costs have already been factored into the price, for the performance of this service the Supplier will charge the Customer a special fee, which will at least be equal to an average market transport fee. If the Supplier undertakes to install and set up the Products at the place of delivery, the associated costs will be charged separately.

7. Retention of title

  1. The Customer only becomes the owner of the Product delivered or to be delivered by the Supplier subject to a suspensive condition. The Supplier remains the owner of the Product delivered or to be delivered until the Customer has paid, in full, the Supplier’s claims with regard to consideration under the Agreement or an equivalent agreement. The Supplier also remains the owner of the Product delivered or to be delivered until the Customer has settled in full all claims alleging a failure to comply with such agreements, including claims regarding fines, damages, interest and costs.
  2. Before the transfer of ownership has taken place the Customer is not authorised to sell, re-deliver or otherwise alienate the delivered Products, other than in accordance with its normal business operations or the normal designated use of the Products. Until the claims referred to above have been settled, the Customer is not entitled to create a mortgage right, lien or non-possessory lien over the Product delivered by the Supplier. The Customer undertakes, at the request of the Supplier, to declare to third parties  that it is not authorised to create any of the rights referred to in this clause over the Product.
  3. Each time the Customer is in breach of its payment obligation, the Customer hereby grants the Supplier the right to collect any Products delivered by the Supplier but not paid for, regardless of their location. To the extent necessary, the Customer authorises the Supplier, or any third party appointed by the Supplier, to enter any place where Products delivered by the Supplier but not paid for are located.
  4. The Customer is obliged:

            a)     To insure any Products delivered but not yet paid for, in accordance with normal commercial practice;

            b)     On request, to transfer/assign to the Supplier all rights of claim it may hold vis-à-vis third parties (buyers) with regard to the Product delivered by the Supplier;

            c)     To inform third parties (buyers) that the goods have been delivered by the Supplier subject to retention of title, if the Customer has not yet paid for them.

  1. The Supplier will transfer ownership of the delivered Product to the Customer as soon as the Customer has fulfilled all its payment obligations under this Agreement. At the Supplier’s request, the Customer will cooperate with any actions required in that context.

8. Data protection

  1. The Customer gives its unambiguous consent for the Supplier to process its personal data in the Supplier’s files, which is necessary for its administrative and management tasks. These files are accessible solely by the Supplier and will not be supplied to third parties, unless the Supplier is required to do so by law or by a court decision.
  2. The consent given in the previous paragraph also applies to data processing in connection with the creation or maintenance of a direct relationship between the Supplier or a third party and the Customer, for the purpose of canvassing for commercial purposes (“Direct Marketing”). However, the Customer can withdraw this consent at any time at no cost, or raise an objection with the Supplier at no cost. If it does so, the Supplier will take measures to terminate this form of processing.
  3. All processing of personal data will be done in accordance with the European Data Protection Regulation. The personal data will not be further processed in a manner that is incompatible with the purposes for which it was collected. The Supplier will put in place suitable technical and organisational measures to protect personal data from loss or any form of unlawful processing.
  4.  The purpose of the processing of the personal data is to enable the Supplier to perform the agreement to which the Customer is a party, as well as to perform the other activities referred to in the previous paragraph. The personal data to be processed is all data supplied by the Customer that is relevant to the purposes referred to in the previous paragraph.
  5. For further information please refer to the Supplier’s privacy policy, which may be consulted on the Supplier’s website. For the avoidance of doubt, the Customer remains in all circumstances the owner of all collected and processed personal data. 

9. Defects and warranty

  1. The Supplier guarantees that the Products and/or services comply with the Agreement, the specifications contained in the offer, reasonable requirements of adequacy and/or usability, and the legal provisions and/or government regulations that existed on the date of creation of the Agreement.
  2. The Supplier guarantees the application of the Belgian legal warranty scheme, as provided by Articles 1641 to 1649 and 1649A to 1649G of the Civil Code. Alternative commercial warranties apply only if expressly stated. Every Customer is entitled to have a Product repaired if they discover a defect in the delivered Product, in accordance with the conditions of the legal warranty obligation. If the Customer is a consumer, an additional warranty period of two (2) years applies. The Customer may not invoke the warranty if he/she was aware of the defect at the time of the Agreement.
  3. The Customer is obliged to check the conformity of the delivered Product as soon as possible after actual delivery. The Customer must note any shortcomings or damage in the delivered Product on the delivery note, the invoice and/or the transport documents, and must also report the shortcomings or damage to the Supplier within two (2) calendar days; if it fails to do so, the Product will be deemed to have reached the Customer in good condition, complete, undamaged and in accordance with the Customer’s instructions.
  4. The Supplier’s liability for any hidden defects in the Products is limited to defects of which the Customer notifies the Supplier by registered letter within two (2) months after becoming aware of the hidden defects.
  5. The Customer will return any Products affected by a visible or hidden defect to the Supplier within seven (7) calendar days after notifying the Supplier of the issue. The Products must be returned to the Supplier in their original packaging and condition, accompanied by the original invoice or applicable proof of payment. Failure to comply with any of these requirements will result in a proportional reduction of the refund. The return shipping costs will be paid by the Supplier.
  6. If the Customer is a consumer, the Supplier will be liable to him/her for any lack of conformity that may exist in the delivered Products and that becomes apparent within two (2) years of delivery. If the Customer is a consumer, he/she must notify the Supplier by registered letter within two (2) months after becoming aware of the defect. Once the period of two (2) years has ended, the provision in clause 9(4) above regarding hidden defects will apply.
  7. The right of a Customer who is a consumer to make a legal claim in court will expire one (1) year after the day on which the Customer established the lack of conformity.
  8. If the Customer has complied with the conditions of the warranty, in the first instance the Customer is entitled to a repair or replacement free of charge, depending on the situation (e.g. whether repairs are possible). However, if a repair or replacement would not be possible or would be disproportionate, the Supplier undertakes to grant an appropriate price reduction at the Customer’s request (depending on the circumstances), to terminate the Agreement, or to refund the full purchase price, provided the Product is returned to the Supplier.
  9. If the defect becomes apparent within six (6) months of delivery it is deemed to have existed before delivery, unless the Supplier can prove otherwise. After six (6) months, the Customer must prove that the defect was present at the time of delivery.
  1. If no defects can be seen in a Product sent to the Supplier for rectification or repair, all costs incurred will be paid by the Customer.
  1. Warranty claims will be rejected if the Customer:

            a)     Has made alterations and/or repairs to the delivered Product, either personally or through third parties acting on the Customer’s behalf, without the Supplier’s authorisation;

            b)     Did not use the delivered Product correctly or did not handle it in accordance with the supplied or applicable instructions;

            c)     Applied the instructions for use improperly;

            d)     Used or applied the delivered Product for purposes other than those for which it was intended;

            e)     Used the delivered Product in a manner which the Supplier could not reasonably have expected.

  1. Any additional costs to the Supplier arising from circumstances leading to the rejection of a warranty claim will be passed on to the Customer.
  2. If the Supplier replaces parts/Products in fulfilment of its service obligations, the replaced parts/Products will be the property of the Supplier.
  1. Repairs which the Supplier is not required to perform will be performed exclusively at the Customer’s expense, once the Customer has declared in writing that he/she agrees with the repair costs. Products sent in for repairs must be delivered inclusive of the cost of shipping to the Supplier, and will be returned to the Customer at the Customer’s expense.

10. Complaints

  1. “Complaints” includes all grievances relating to the performance of the Agreement.
  2. Complaints may be handled only if the nature of and grounds for the complaint are stated as precisely as possible.
  3. Complaints relating to an invoice must be submitted to the Supplier in writing within eight (8) calendar days of the date of the invoice.
  4. If no complaint is submitted within the applicable timeframe, or the complaint is not submitted in the prescribed manner during that timeframe, the delivered Product will be deemed to fully comply with the Agreement and to be unconditionally accepted and approved by the Customer. An invoice concerning which no complaint is submitted in the prescribed manner within the period of eight (8) calendar days will be deemed to have been unconditionally accepted and approved by the Customer.
  5. Submission of a complaint does not release the Customer from its payment obligations towards the Supplier.

11. Force majeure

  1. “Force majeure” includes any circumstance, cause or event taking place, occurring or emerging, which temporarily or permanently impedes, makes it impossible or makes it unreasonably difficult for the Supplier to comply with any of its commitments in a correct, complete and timely manner, and which circumstance, cause or event the Supplier could not reasonably have prevented or which is wholly or partially outside of the Supplier’s control or over which the Supplier has no influence. “Force majeure” also includes the consequences of any circumstance, cause or event as described in this paragraph.
  2.  If the Supplier is prevented by force majeure from meeting any of its commitments to the Customer, and the situation of force majeure is of an ongoing or long-term nature, the parties may make arrangements to terminate the Agreement and to deal with the consequences of such a termination. The Supplier will notify the Customer in writing as soon as possible, but in any event no more than five (5) working days after it becomes apparent that the situation of force majeure is of an ongoing or long-term nature.
  3. If the Supplier is prevented by force majeure from meeting any of its commitments to the Customer, and the situation of force majeure is of a temporary or transient nature, the Supplier is entitled to suspend performance of the Agreement until the circumstance, cause or event that led to the situation of force majeure no longer applies. The Supplier will inform the Customer as quickly as possible regarding its ability to resume performance of its commitments under the Agreement.
  4. If the Supplier is prevented due to force majeure from meeting its obligations to one or more of its Customers, but not its obligations to all Customers, the Supplier is entitled to decide, at its discretion, which of the obligations it will meet and to which Customers, as well as the order in which it will meet its obligations.
  5. The Supplier is entitled to claim payment in relation to any part of the Agreement with the Customer which was performed by or on behalf of the Supplier before the circumstance, cause or event which led to the force majeure occurred or arose.

12. Liability

  1. Except if and to the extent that mandatory legal provisions concerning liability (including product liability) stipulate otherwise, and except in the event of an intentional act or serious misconduct on the part of the Supplier, the Supplier is not obliged to compensate the Customer or any third party for any damage or harm of any kind, including economic loss, to any movable or immovable property or to any person or legal entity, including but not limited to the initial user, whether the damage or harm is directly or indirectly caused by or in connection with any Product delivered by or on behalf of the Supplier, or is directly or indirectly caused by or in connection with any use or other application of such a Product. The Customer hereby expressly indemnifies the Supplier in respect of claims and demands based on or connected to any such damage or harm. In accordance with what is stipulated elsewhere in this clause, under no circumstances will the Supplier be liable for any direct or indirect harm, loss or damage caused by:

            a)     Improper use of the Product or use of the Product for a purpose other than one for which it could reasonably be deemed suitable or for a purpose other than one for which it would be considered suitable by objective standards or for a purpose other than one for which the Supplier might reasonably assume that it would be used;

            b)     Failure to comply with the documentation associated with the Product, including but not limited to the user instructions;

            c)     Damage and/or defects arising from a failure to strictly comply with the instructions for installation, use or operation as well as the consequences of such a failure;

            d)     Careless behaviour by the Customer, the Customer’s staff or other persons engaged by the Customer, or any other person associated with the Customer, with regard to the Product;

            e)     Damage and/or defects arising from normal wear and tear or ageing;

             f)      Damage and/or defects that are the result of alterations and/or repairs to the Product that were not made by or on behalf of the Supplier; or

            g)     Damage and/or defects arising from the use of the Product in ambient conditions outside of the specifications.

  1.  Without prejudice to the provisions of clause 9 of these Terms and Conditions, the right to any damages is always conditional on the Customer reporting the damage to the Supplier in writing within two (2) working days of it arising, or as soon as possible after the Customer becomes or ought to have become aware of the damage.
  2. Except in the event of an intentional act or gross negligence on the part of the Supplier, the Supplier is not liable for any damage or harm as described in paragraph 1 of this clause that is caused by or is the consequence of any service performed by or on behalf of the Supplier, including the giving of advice in connection with the purchase of a Product.
  1. With respect to any advice provided, the Supplier is liable only for normally foreseeable and avoidable shortcomings in the advice, on the understanding that this liability never exceeds the amount agreed upon and received for the services in question.
  2. Any liability on the part of the Supplier is limited in all circumstances to direct damages or harm, and is also limited in all circumstances to the amount paid out under the Supplier’s liability insurance in the case in question.
  3. Without prejudice to the other provisions of this clause and of clause 9 of these Terms and Conditions, the right of the Customer to make a claim for damages will expire one (1) year after the damage appeared, was identified or was discovered, or reasonably ought to have been identified or discovered, and in any event after three (3) years from delivery.

13. Intellectual property rights

  1. All rights of intellectual or industrial property of the Product, and the associated materials such as analyses, reports, designs, advice, sketches, drawings, documentation and user manuals, as well as the associated preparatory material, are held by the Supplier, and it is hereby expressly stated that they will continue to be held by the Supplier. This also applies in relation to any Product developed or made available pursuant to a service agreement.
  2. The Customer is not permitted to remove or alter any indication concerning copyright, trademarks, trade names or other intellectual property rights on the Product. The Customer guarantees that it will not do or omit to do anything that infringes upon the intellectual property rights of the Supplier, renders those rights invalid and/or jeopardises the ownership of those intellectual property rights.
  3. In the unlikely event that a Product sold by the Supplier to a Customer in Belgium infringes upon the industrial or intellectual property rights of a third party and the Customer is held liable, the Customer must notify the Supplier in writing without delay. The Supplier will then, at its discretion, either arrange for a right to use the Product, or alter the Product in such a way that it no longer infringes any rights, or supply a replacement Product that does not infringe any rights, or refund the purchase price to the Customer after receiving the Product back from the Customer and after deducting reasonable compensation for the period for which the Product was available to the Customer. With respect to infringements of industrial or intellectual property rights outside of Belgium, the Customer can make no claim or demand whatsoever against the Supplier.
  4. Under no circumstances will the Supplier be held liable with respect to the breach of any industrial or intellectual property right or any other exclusive right which is the consequence of any change in or to a Product sold or delivered by or on behalf of the Supplier or of any use of such a Product or any application of such a Product that differs from that described or assumed by the Supplier.

14. Payment

  1. The Supplier is entitled to request advance payment of the fees or amounts due, unless otherwise agreed in writing.
  2. The Supplier will ensure that invoices are sent out in a timely manner. Partial invoices are permitted in all circumstances.
  3. Unless otherwise agreed in writing, payment of the agreed price must be made in full, net cash or by deposit or transfer to a bank or giro account designated by the Supplier, by the deadline and in accordance with the method specified on the invoice. If no deadline is specified on the invoice, a payment deadline of eight (8) calendar days from the invoice date applies. The Supplier is entitled to grant a credit restriction surcharge or payment discount, which will be communicated in advance in writing. The value date indicated on the Supplier’s bank or giro statements as the date on which the payment was received will be considered to be the date of payment.
  4. Any payment made by the Customer will first be used to pay any interest the Customer may owe and any administration and collection costs owed to the Supplier, and will then be used to pay the outstanding claims in order of age, beginning with the oldest.
  5. In principle, payment under a Distance Contract will be made immediately and in full, at the time the Customer places the order. The Supplier accepts the following payment methods: Mastercard, Visa and Bancontact. The Supplier accepts only 3D Secure credit cards. For each payment, it checks whether the country of issue matches the location from which the payment is being made, whether the number of payments with credit cards from the same IP address exceeds standard levels, and that the number of attempts per card and per IP address within a set time period has not been exceeded. The Supplier takes all reasonable measures to ensure the security of the Customer’s transactions. The Supplier ensures this security by working with specialist parties such as recognised credit card issuers and payment partners.

15. Payment defaults; interest and costs

  1. If the Customer does not pay by the applicable payment deadline, the Supplier will send a reminder with a new deadline for payment. If payment is still not made by this new deadline, the Customer will be in default due to the simple passing of the latest indicated deadline by which payment should have been made or compliance with another obligation should have occurred, without any further reminder, letter of demand or formal notice of default being required.
  2. If a payment owed by the Customer to the Supplier is not made in a timely manner, the Customer – with effect from the new payment deadline referred to in the previous paragraph – will automatically owe the Supplier default interest of one and a half percent (1.5%) per month, without prejudice to any other rights the Supplier may have; when calculating the default interest owed, months started but not completed will count as whole months. The default interest rate of 1.5% per month referred to above is a minimum, and if at any time this interest proves to be less than 5% higher over a 12-month period than the official statutory interest rate applicable in Belgium, the default interest rate will automatically be raised so that, over a 12-month period, it is at least 5% higher than the statutory rate.
  3. All judicial and extrajudicial costs incurred, including costs incurred by the Supplier for legal expenses and legal advice, will be paid by the Customer in the circumstances covered by this clause. Extrajudicial collection costs will be 15% of the amount owed by the Customer, with a minimum of €40 including the interest payable on that amount, without prejudice to the Supplier’s right to claim compensation from the Customer for the collection costs actually incurred, if they amount to more than 15%.

16. Termination of Agreements

  1. In the event of default by the Customer, the Supplier is entitled to terminate or cancel the Agreement without judicial intervention, and without prejudice to the Supplier’s right to claim damages, to exercise its rights pursuant to retention of title, or to take any other action (in court or otherwise). The power of the Supplier referred to in the previous sentence applies without prejudice to the Supplier’s right to apply to the court for specific performance (with or without a claim for damages), instead of cancelling or terminating the Agreement.
  1. The Supplier may cancel or terminate the Agreement with the Customer with immediate effect if:

            a)     The Customer becomes bankrupt, the Customer obtains protection under the Continuity of Businesses Act of 31 January 2009, or any or all of the Customer’s assets are seized;

            b)     The Customer is a natural person and the Customer dies or is placed under guardianship, or the Customer’s assets are placed under administration;

            c)     The Customer is a legal entity and liquidation of the Customer is started, an application for dissolution of the Customer is filed or a dissolution order is issued with respect to the Customer.

  1. The Customer is entitled to cancel the Agreement or assignment in the following situations:

            a)     If the Supplier, after missing the delivery deadline, subsequently and without justification misses a new and reasonable delivery deadline agreed upon by the parties;

            b)     If the Supplier misses the delivery deadline and the original agreed upon deadline was essential to the Customer in light of the circumstances, a fact which was communicated to the Supplier;

            c)     If the Supplier refuses to deliver the Products, without justification;

            d)     If the Supplier is unable to comply with its delivery obligation within a reasonable timeframe, and the Customer has been notified of this fact.

  1. If an Agreement is cancelled or terminated in accordance with the provisions of this clause, any amounts owed by the Customer to the Supplier at the time of cancellation or termination will remain payable in full and the Customer will be required to pay the interest and costs relating to these amounts in accordance with the provisions of these Terms and Conditions, without prejudice to the Supplier’s right to claim damages or to any other rights the Supplier may have.

 

17. Right of withdrawal

  1. If the Customer is a consumer, in the case of a Distance Contract, the Customer has a right of withdrawal, in accordance with Article VI.47 of the Code of Economic Law. Under this right of withdrawal, the Customer may abandon the purchase up to fourteen (14) calendar days from the day after delivery of the Product. The Customer is not required to provide a reason or pay compensation.
  2. If the right of withdrawal is used correctly, the Supplier must give the Customer a refund within fourteen (14) calendar days. The Supplier must pay the refund to the Customer using the same payment method the Customer used for the original transaction, unless the Customer has expressly agreed otherwise. In any event, the Customer will not be charged any costs for the refund.
  3.  Any Customer who wishes to exercise the right of withdrawal must expressly and unambiguously notify the Supplier in writing. This notification must be made within fourteen (14) calendar days from the date of physical receipt of the Products or from the date on which an Agreement for delivery of services was entered into.
  1. In its notification, the Customer must show that he or she is entitled to exercise the right of withdrawal. The following information must be included:

            a)     An indication of the following three dates: the order date, the date of receipt and the date on which the right of withdrawal is being used;

            b)     The Customer’s name and address;

            c)     The Customer’s signature.

  1. The Customer cannot exercise the right of withdrawal in the following situations:

            a)     If the delivered Products were manufactured according to the Customer’s specifications or were clearly intended for a specific person;

            b)     If the delivered Products are perishable or have a limited shelf life;

            c)     If the Products were sealed but were opened after delivery and cannot be returned for health or hygiene reasons; or

            d)     If, after delivery, the delivered Products were inseparably mixed with other goods or products.

  1. Next, the Customer must speedily return the Products in question to the Supplier, within fourteen (14) calendar days after the notification. The Products may only be returned using an approved carrier. In any event, the Customer will bear the full costs and risk of the return. The Supplier is entitled to suspend the refund until proof of return is provided by the Customer.
  2. If the Customer does not comply with the above conditions, it will constitute an improper use of the right of withdrawal. In such a situation the goods will be returned to the Customer, at the Customer’s risk and expense. The Supplier undertakes to clearly communicate its reasons to the Customer.
  1. The Supplier is entitled to refuse to honour orders or reservations if a Customer repeatedly abuses the right of withdrawal.

18. Confidential information

  1. Each party will take all reasonable measures to maintain the secrecy of information of a confidential nature received from the other party.

19. Amendments to Agreements; transfer

  1. Amendments to an Agreement are valid only if made in writing and if both parties have agreed to the amendment(s).
  2. Transfer of the rights and obligations arising from an Agreement to a third party is possible only with the permission of the other party.
  3. The Supplier has the power to make amendments to these Terms and Conditions. Such amendments will take effect on the date specified as being the effective date. If no effective date is specified, amendments will take effect vis-à-vis the Customer on the date on which the Customer is notified of them.

20. Loan fridges

  1. This is a unique concept by which the Supplier provides a Nutrend loan fridge to the Customer free of charge. This Nutrend fridge will be restocked with Products by the Supplier’s driver every two weeks.
  2. If the Supplier provides a Loan Fridge to the Customer, it will be stocked on delivery with the Supplier’s Products, unless the parties agree otherwise in writing.
  3. The Customer must handle this free Loan Fridge with all due care. If the Customer notices defects in the Loan Fridge, it must contact the maintenance service, of which it will be given the phone number by the Supplier when the Loan Fridge is delivered, inform it of the defect, and authorise it to access the Loan Fridge to remedy the defect if possible. If defects appear in the Loan Fridge as a consequence of poor or inadequate maintenance by the Customer, the Supplier reserves the right to charge the Customer in full for all resulting costs, including repair costs.
  4. The Loan Fridge remains the property of the Supplier at all times, and at no time is the Customer entitled to sell the Loan Fridge, to encumber it with a right in rem or otherwise alienate it. If the Customer fails to comply with any of its obligations towards the Supplier under the Agreement, or if a situation as described in clause 16(2) occurs, the Supplier is entitled to collect the Loan Fridge from the Customer’s premises, and the Customer must allow the Supplier to do so.
  5. When the Agreement related to the Loan Fridge ends, the Loan Fridge and the Products will be collected. The Customer will be invoiced for any Products missing since the last delivery.

21. Disputes / applicable law

  1. Belgian law applies to all offers, Agreements, deliveries and services made, performed, issued or entered into by or on behalf of the Supplier, with the exception of the applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention).
  2. All disputes, including those which only one party considers as disputes, which arise from or are connected with an Agreement to which these Terms and Conditions apply or the performance of such an Agreement, and which cannot be resolved amicably, will be resolved by the courts of Antwerp, Antwerp Division, without prejudice to the Supplier’s right to seize goods and take other interim measures in such locations and before such courts as the Supplier considers advisable.
  3. Contrary to the terms of paragraph 2 of this clause, the parties may agree to resolve disputes through arbitration.

22. Validity

  1. If any provision of these Terms and Conditions is found to be wholly or partially invalid and/or voidable and/or unenforceable as the result of any statutory provision or court ruling, or any directive, decision, recommendation or measure of any local, regional, national or supranational authority or body, or for any other legal reason, this will not affect the validity of any of the other provisions of these Terms and Conditions. If a provision of these Terms and Conditions is found to be invalid for any reason, as described in the previous sentence, but would be valid if it had a more limited scope or effect, this provision will automatically apply with the most far-reaching or extensive limited scope or effect it can have while still being valid.
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