1.1. These Terms and Conditions apply exclusively to all deliveries of goods to the customer by AnimonLine and to all agreements that AnimonLine concludes with the customer. These Terms and Conditions shall prevail the general (purchase) conditions of the client and / or any other third party, even if AnimonLine wouldn’t have objected explicitly.
1.2. Of these Terms and Conditions may be deviated only following an explicitly written agreement between AnimonLine and the customer.
1.3. If any element of these Terms and Conditions should prove wholly or partially invalid, then the other elements continue to apply in full.
2.1. The price list of AnimonLine and all other information provided by AnimonLine, prior to a
agreement or order, are not binding. AnimonLine may change these at any time and this until the time of acceptance of the order, by means of a written order confirmation.
2.2. All prices are exclusive of VAT and other taxes.
2.3. AnimonLine holds the right to charge administrative fees for orders with a value below a minimum value ; the minimum value and administrative fees may at any time be requested with AnimonLine.
2.4. Any change in the elements that form the basis of the selling price of the vendor or any decision taken by the government or a governmental body, which would restrict or regulate the purchase, import, transport or sale of materials and / or products, or would significantly alter its cost; will allow Animonline to revise its commitments.
3.DELIVERY, RISK TRANSFER, ACCEPTANCE
3.1. Delivery dates mentioned are provided by way of information on the order confirmation and cannot be considered as a commitment from AnimonLine.
3.2. Exceeding the stated delivery times does not entitle to compensation, nor to unilateral termination of the agreement. AnimonLine is not responsible for late deliveries which are caused by force majeure, as referred to in Article 4.
3.3. Delivery outside Benelux and France takes place EX WORKS (AnimonLine Warehouse Krommewege 32A5, 9990 Maldegem). For orders to be delivered in Belgium, totaling for less than € 300, a transport cost will be charged. For deliveries in the Netherlands and France the paid freight amount is increased to respectively € 400 and € 600.
3.4. The risk passes to the customer upon delivery (EX WORKS). This also applies in the case of paid freight delivery, in which case AnimoLine only takes the transportation costs on itself.
3.5. Upon written request by the customer and confirmed in writing by AnimonLine the goods are sent to the destination specified by the customer, at the expense and risk of the customer.
3.6. The customer agrees to - except for late delivery in accordance with Article 3.2 – accept the purchased goods at the agreed delivery date as specified on the order confirmation of AnimonLine. Per week delay in accepting the goods, the customer is to pay a penalty of 3% of the invoice amount. If no complete acceptance has happened one month after the agreed delivery date, AnimonLine reserves the right to terminate the agreement unilaterally and the customer is to pay a fixed settlement fee amounting to 35% of the invoice amount of the goods purchased, subject to increase if the losses are higher.
3.7. All sales made are subject to obtaining an import and export license from the designated governments.
4.1. Force majeure on the part of AnimonLine exists if AnimonLine is prevented to comply with the obligations from this agreement as a result of e.g. war, threat of war, civil war, riots, fire, water,
floods, strikes, sit-ins, defective machinery, total or partial blockage of transport equipment, illness or strike of the staff of AnimonLine, telecommunication problems, operational failure or shortcomings of AnimonLine’s suppliers, or actions of third parties.
4.2. Where appropriate AnimonLine reserves the right to suspend its commitments until the force majeure situation lasts, and / or - if the force majeure lasts more than three months – to dissolve the contract by law without damages.
5.1. Any complaint about the delivered goods of any kind, including on - but not limited to - the non-compliance, missing parts, visible defects or damage, should be notified in writing within one
period of 48 hours after delivery by the customer.
5.2. Hidden defects must be reported by the customer in writing within eight calendar days after discovery of such defect.
5.3. Expired goods (exceeding best before date) cannot be returned nor reimbursed.
5.4. After the aforementioned deadlines the rights of the customer expire.
6.1. AnimonLine is liable to no obligation other than the supply in accordance with the order confirmation.
6.2. The reparation obligation of AnimonLine is limited to repair and if necessary the replacement of the delivered goods or defective parts in question, in the opinion of AnimonLine, and without the customer being entitled to indemnification.
6.3. AnimonLine cannot be held liable in any way for indirect damage, including but not limited to lost profits and loss of third parties.
6.4. The liability of AnimonLine is in any case limited to the invoice amount of the delivered goods.
7.1. Animonline always remains owner of its intellectual property rights on the delivered goods.
8.1. The delivered goods remain the property of AnimonLine until the date of full payment by the customer. Until then the client has no right to sell the goods or encumber them with third-party rights. Despite this retention of ownership, it is expressly agreed that the buyer bears the risk of loss, destruction or damage to the goods as from the delivery.
8.2. In case of non-payment by the customer, AnimonLine retains the right to take back the goods without judicial intervention.
9.1. All invoices are payable in 9990 Maldegem, cash, net and without discount, unless otherwise agreed and confirmed in writing by AnimonLine. In case of non-cash payment, the charged credit restriction can be due.
9.2 The customer owes AnimonLine the amount invoiced, plus any taxes and / or expenses. The payment, in any form whatsoever, should be performed by the customer in a way that AnimonLine has no fee payable related to the receipt of payment.
9.3. In case of non-payment by the due date, an interest of 5.50% per annum, plus the interest rate of the National Bank, shall automatically and without notice be enforced, as from the due date of the invoice until the date of full payment, without prejudice to any other rights which AnimonLine can apply.
9.4. In case of non-payment by the due date, in addition to the above, a fixed compensation amounting to 17% of the invoice amount, with a minimum of 75 EUR is owed to AnimonLine. This condition remains in effect even if a substitution was accepted for the principal amount of the invoice.
9.5. In the absence of timely payment of single and / or multiple invoices, the balance of all outstanding, even non-overdue invoices, automatically and immediately become due and payable. Moreover, AnimonLine reserves the right to suspend the execution of its commitments and fulfil no further deliveries until full payment has occurred.
9.6. In case of non-payment by the due date, AnimonLine adheres to revoke the right to discounts or benefits granted to customers or benefits and invoice the balance separately.
10.BREACH OF CONTRACT BY THE CUSTOMER
10.1 In case of default by the client - default and cancellation of pending order included - AnimonLine is entitled, without prior notice, to suspend any further deliveries to the client and / or rescind current contracts, without prejudice to claim compliance and / or compensation.
10.2. If due to default of the customer one or more current agreements are dissolved in detriment of the customer, then the customer owes AnimonLine damages payable amounting to 35% of the invoice amount in the case of standardized goods and the agreed price if the custom and / or custom made goods.
10.3. AnimonLine reserves the right, without the intervention of the courts and without prior notice, to terminate the contract if the customer is declared bankrupt, or by any manner loses the power to manage its assets or parts thereof, without AnimonLine owing any form of compensation to the customer, and without prejudice to its right to full indemnification.
11. JURISDICTION AND APPLICABLE LEGISLATION
11.1. All agreements between AnimonLine and the customer and all disputes between the parties shall be governed exclusively by Belgian law.
11.2. Disputes between parties as well as the interpretation and application of the agreements between AnimonLine and the customer are subject to the exclusive jurisdiction of the Courts of Gent.
11.3. Insofar these Terms and Conditions are also made in another language and there would be a conflict between the Dutch and the foreign language version, the Dutch text shall prevail.