GENERAL TERMS AND CONDITIONS
ARTICLE I - GENERAL
1.1. CURAFYT BV, Private Limited Company with registered office at Kalkhoevestraat 1, 8790 Waregem and with company number 0743.616.351, also trading under the following trade name (s): Curafyt and also trading from the following geographical location: Bedrijvencentrum Regio Waregem NV, Kalkhoevestraat 1 - 8790 WAREGEM (the Seller) sells products (the Products) online, as described on its website. Unless the Seller provides deviating information to the Buyer, the Seller can be reached at +32 056/25.21.88 and firstname.lastname@example.org.
1.2. Unless otherwise agreed in writing and without prejudice to provisions of mandatory law, these General Terms and Conditions (GTC) apply to every order (the Order) of Products and every contract for the sale of Products between the buyer (the Buyer) and the seller (the Seller) (each referred to as an Agreement). The Seller reserves the right to change these GTC. He will inform the users of the Curfyt website and the Buyers by publishing a message on this page. By continuing to use the Curafyt website or continuing to purchase the Products after the change of the GTC, the Buyer accepts the new GTC replacing the previous one.
1.3. These GTC apply to both professional buyers and consumers. For the purposes of these GTC, consumer means any natural person who acts for purposes that are outside his trade, business, craft or profession.
1.4. If the Buyer is a professional buyer, the applicability of the Buyer's general terms and conditions is expressly excluded, even if they were communicated at a later date than these GTC.
1.5. The Buyer's Order implies acceptance and approval of these GTC.1.6. The use of curafyt.com by a user can only be accepted if the user is at least 13 years old. If the user is under the age of 18, he may only use the website under the supervision of a parent or legal guardian. Anyone under the age of 13 is not allowed to use the Curafyt website. The seller reserves the right to request proof of age of any user of the Curafyt website. The seller can block access for any user if he believes that he does not meet the above criteria.
ARTICLE 2 - ORDERS
2.1. The Order is an offer from the Buyer to the Seller to purchase the Products listed in the Order. The Seller may send an order confirmation to the Buyer confirming the proper receipt of the order and showing the details of the order (the Order Confirmation). Unless the Order Confirmation explicitly states otherwise, the Order Confirmation only confirms that the Seller has received the Order but not that the Seller accepts the Buyer's offer to purchase the Products.
2.2. Only when the Seller explicitly confirms the Agreement with the Buyer, the Seller accepts the Buyer's Order. Such confirmation of the Agreement occurs either in writing, prior to or together with the shipment of the Products, or may be inferred from the delivery of the Products to the Buyer.
ARTICLE 3 - PRICE, INVOICE AND PAYMENT
3.1. The applicable prices are those displayed on the Seller's website at the time of the Order, even though the Buyer has seen other prices or promotions on the Seller's website or catalog at a different time. When processing an Order, the Seller checks whether there have been unintentional errors in the prices displayed on the website. If the actual price of a Product is higher than the price displayed on the website at the time of the Order, the Seller may cancel the Order or the Seller may inform the Buyer of the correct price and may invite the Buyer to place a new Order to place at the right price.
3.2. Unless expressly stated otherwise, all prices are in EUR and include VAT and other taxes. Prices do not include delivery costs. Separate costs apply to additional services requested and confirmed by the Buyer.
3.3. When ordering Products that need to be delivered in a country other than the country from which the Products are shipped, the Buyer may be liable to pay certain import taxes or excise duties, which will be levied when the package reaches the destination specified by the Buyer and which cannot be predicted by the Seller. All customs duties are the responsibility of the Buyer.
3.4. If the Buyer requests an invoice or if he is a professional, he accepts to receive electronic invoices.
3.5. The Buyer must pay online with his credit card via a payment platform used by the Seller on his website. When placing the Order, the price is due immediately and payment must be made immediately. If a payment authorised by the Buyer at the time of placing his Order is subsequently cancelled, all costs and expenses incurred by the Seller for the collection of overdue payments (including but not limited to reasonable lawyer's fees, expert fees, court fees and other procedural costs) shall be borne by the Buyer. The Seller may agree to issue a payment notice to the Buyer payable by bank transfer within the period specified on the payment notice (unless the payment notice specifies a different period, at the latest 7 days after the relevant delivery). In any event, all costs and expenses incurred by Seller for the collection of overdue payments (including but not limited to reasonable attorneys' fees, expert fees, court fees and other litigation costs) shall be borne by Buyer. Any payment made by the Buyer shall initially serve to pay the judicial and extrajudicial costs and interest owed by the Buyer, and shall thereafter be used to pay the oldest outstanding payment invitation, even if at the time of payment the Buyer expressly states that the payment relates to an invitation to pay of a later date. If the Seller draws up an invitation to pay which is not paid by the Buyer within the agreed term of payment, the Seller may dissolve the Contract in which case the Seller shall have no further obligation to deliver the Products or, if the Products have already been delivered, the Buyer shall have to pay the relevant sum as well as the payment delays specified below.
3.6. Without prejudice to any other rights of the Seller, the Buyer shall automatically and without notice of default owe interest of 10% per annum on any amount that remains unpaid on the due date of the demand for payment. The interest due shall be calculated per day of late payment until the date of full payment. 3.7. In the event of late payment, the Seller shall invoice the Buyer a lump sum as compensation for administrative and recovery costs equal to 10% of the unpaid amount with a minimum amount of EUR 25.00.
ARTICLE 4 - INFORMATION PROVIDED BY THE SELLER
4.1. If the Seller provides certain information regarding the availability of the Products, this is for information purposes only and in no way guarantees that the Products will actually be available at the time of the Order. If a Product is unavailable at the time of the Order, the Seller may inform the Buyer thereof and cancel the Order. In such case, the Buyer shall not have to pay for the Products.
4.2. The delivery times indicated by the Seller are indicative and do not guarantee that delivery can effectively take place at that time.
4.3. The Seller is not necessarily the producer of the Products. The Seller will attempt to provide the Buyer with complete and up-to-date information on the Products but cannot guarantee that the information provided on Products manufactured by third parties is complete and accurate. Prior to using the Products, the Buyer must consult the information on the packaging of the Products, on the product labels and all warnings and instructions supplied with the Product.
ARTICLE 5 - LIABILITY
5.1. To the extent permissible under applicable law, the Seller's liability for all claims arising out of or in connection with the Products or their use shall be limited to the sum of the Buyer's payment corresponding to the last delivery of the Product intended for the Buyer.
5.2. In addition, to the extent permissible under applicable law, the Seller shall only be liable for wilful misconduct and gross negligence, and only for damage which is a direct and immediate consequence of the performance of the Contract between the Buyer and the Seller. In no event shall the Seller be liable for indirect damages (including but not limited to lost sales, loss of profits or other consequential damages).
5.3 The Products proposed are in accordance with Belgian law. The photos of the Products are not contractual in nature, as well as the specific weight of the packaging that suppliers may change according to the evolution of the product range. The Seller reserves the right to add or remove Products to his catalogue at any time without prior notice. Photographs and texts illustrating and describing the Product are not contractual. Consequently, the Seller cannot be held responsible in the event of errors in one of these photos or texts. The Seller can only be held responsible in case of non-performance of the contract in case of stock shortage or non-availability of the Product. Hyperlinks may refer to websites other than those of the Seller. The Seller accepts no liability in the event that the content of these websites contravenes the legal and regulatory provisions in force. Moreover, the customer agrees to comply with the conditions and precautions for the use of the Products, as stipulated on the packaging or in the detailed product sheets on the Curafyt website. The Seller cannot be held liable for damage of any kind that may result from incorrect use of the Product delivered to the Buyer. The Seller cannot be held responsible for any changes made by manufacturers and/or suppliers to the composition of Products sold on the Curafyt website. In any case, the seller's liability is limited to the amount of the order.
5.4 The Products offered by the Seller are intended for animals in good physical condition. The Seller accepts no responsibility for the suitability of the Product(s) with the specific situation of the animal using the Product(s). It is the Buyer's responsibility to consult his veterinarian to validate the diet of his animal(s) and to confirm that he is allowed to give the Product(s). The Buyer will also follow the evolution of his animal(s) using the product(s), with the help of his veterinarian. The Seller does not accept any liability for this.
ARTICLE 6 - DELIVERY OF THE PRODUCTS, RISK AND TRANSFER OF OWNERSHIP
6.1. If the Buyer is a professional Buyer, the delivery of the Products EXW Ex Works (facilities Seller) shall take place and the risk shall pass to the Buyer upon delivery, unless the parties agree in writing on a different Incoterm or other terms of delivery. If the Buyer is a consumer, the risk shall pass to the Buyer (i) as soon as the consumer or a third party designated by the Buyer, who is not the carrier, has acquired physical possession of the goods, or (ii) when the Seller sends the Products to the consumer, the risk shall remain with the Seller until the Products have been delivered to the consumer, unless the consumer instructs the carrier or a third party to collect the Products on behalf of the Buyer, in which case the risk shall pass to the Buyer upon delivery of the Products to the carrier or third party.
6.2. The Seller shall inform the Buyer of the date and time of delivery of the Products as soon as reasonably possible. Delivery times are always indicative and the Seller may make partial deliveries unless expressly agreed otherwise.
6.3. The Buyer shall take all necessary steps to ensure that delivery can take place and shall be liable for the costs incurred by the Seller in the event that the Buyer fails to cooperate with the delivery.
6.4. The Products shall remain the full and exclusive property of the Seller until full payment of the Seller's invoice for the Products (in principal, costs and interest), even if they have already been delivered to the Buyer.
ARTICLE 7 - INSPECTION OF THE PRODUCTS
7.1. The Buyer must inspect the Goods upon delivery and notify the Buyer of any alleged defects in the Products in accordance with this clause: a. If the Buyer is a professional Buyer, the Buyer must notify the Seller of any alleged defect by registered letter within three (3) working days of delivery of the Products for visible defects. b. If the Buyer is a consumer, the Buyer must notify the Seller of any alleged defect by registered letter within seven (7) days after delivery of the Products for visible defects, or for invisible defects within seven (7) days after the date on which the Buyer has discovered or should reasonably have discovered the defect in the Products. The Seller can only be held liable for defective Products for a period of 2 years after delivery of the Products.
7.2. Notifications regarding any alleged defects do not affect the Buyer's obligation to pay for the Products.
7.3. The Buyer must keep the Products which it considers to be defective clearly separated from other products. The use or processing of the Products will be considered as the unconditional acceptance of the Products and a waiver of all claims relating to the Products.
7.4. If the Buyer has notified the Seller of allegedly defective Products in accordance with these GTC and provided it is established that the Products are defective, the Seller may choose either to repair or replace the Product or to refund that part of the price already paid by the Buyer. In addition, the following shall apply: a. If the Buyer is a professional Buyer, the repair or replacement of the Products or the refund of the Price shall be the only form of repair for defective Products to which the Buyer is entitled. The Buyer may not claim any additional compensation for indirect damages. b. If the Buyer is a consumer, the Seller shall always endeavour to repair or replace the Products to the extent reasonably practicable. This provision does not affect the consumer's right to claim damages in accordance with applicable law.
ARTICLE 8 - CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS
8.1. The Buyer shall keep all commercial, technical and other information and know-how relating to the Seller's business confidential.
8.2. The Seller has not verified whether the sale or use of the Products constitutes a possible infringement of any intellectual property rights of third parties and the Seller cannot be held liable for any loss or damage incurred by the Buyer as a result of any infringement of intellectual property rights of third parties. The Buyer expressly accepts the risk in relation to any infringement of intellectual property rights arising from the import and/or use of the Products.
8.3. Unless expressly stated by the Seller, the Seller does not grant any licence or intellectual property rights of the Products to the Buyer, their composition and/or application, or to the logos, the marketing material, the content of the website, or any other information or documentation made available by the Seller. The Buyer may not use any data collection and extraction tools, robots or similar data to extract substantial content from the Seller's website as well as extract or reuse parts of the content of the Seller's website without the express written consent of the Seller.
ARTICLE 9 - SUBCONTRACTING AND ASSIGNMENT
9.1. The Seller is at all times entitled to have the Agreement performed in whole or in part by a subcontractor and may transfer the rights and obligations arising from the Agreement in whole or in part to a third party.
9.2. The Buyer may not transfer the rights and obligations arising from the Agreement in whole or in part to a third party except with the Seller's prior written consent.
ARTICLE 10 - TERMINATION
10.1. Subject to the provisions of applicable law, the Seller may terminate the Agreement with the Buyer with immediate effect by giving written notice to Buyer, without court intervention, without being liable to pay any damages, and without prejudice to Seller's other rights under applicable law, if(i) the Buyer files for bankruptcy or goes bankrupt, ceases to pay, goes into liquidation, applies for judicial organization or similar proceedings, and in any other situation indicating that Purchaser could be insolvent, if(ii) the Buyer commits a repeated or serious breach of its obligations under the Agreement, or(iii) the management or shareholding of the Buyer, its business or its assets would undergo a material change. Upon termination of the Agreement, all of the Seller's claims, if any, shall become automatically and immediately due and payable.
10.2. Neither party shall be liable to the other for any breach of the Contract to the extent that such breach has been delayed, disrupted or prevented by any event beyond the control of the party concerned (force majeure) or if the performance of the obligation is made significantly more difficult in light of unforeseen circumstances external to the party concerned. Where a situation of force majeure lasts for more than three months, either party may terminate the Contract.
10.3. If the continuation of the Seller's contractual obligations under the Contract would be unduly onerous for the Seller as a result of an event beyond the Seller's reasonable control, the consequences of which the Seller could not reasonably prevent or avoid (hardship), the Seller may request the Buyer to negotiate alternative contractual provisions to mitigate the consequences of the hardship event within a reasonable time after the Seller invokes this article with respect to hardship. If the parties fail to agree on acceptable alternative contractual terms, either party may terminate the Agreement.
ARTICLE 11 - DIVISIBILITY
If any provision of the Agreement is against the law, void, invalid or unenforceable in any jurisdiction, that provision will be ineffective only to the extent that it is held to be invalid or unenforceable, and will not in any way affect the validity or enforceability of the remainder of the Agreement in that jurisdiction. Furthermore, it will not affect the legality, validity and enforceability of the Agreement as a whole in any other jurisdiction.
ARTICLE 12 - DISPUTE RESOLUTION, APPLICABLE LAW AND COMPETENT COURT
12.1. All disputes between the Buyer and the Seller shall be settled exclusively by the competent courts of the Seller.
12.2. The Contract shall be governed by and construed in accordance with the laws of Belgium. The application of the 1980 Vienna Sales Convention is expressly excluded.