Terms and Conditions
Article 1: Scope
1.1. These general terms and conditions will govern the contractual relationship between The Zoo BV, with social seat at 3500 Hasselt (Belgium), Pietelbeekstraat 4, company number 0732.950.608, hereafter ‘The Zoo’ and the client.
1.2. These terms and conditions will be applicable to all services and all invoices sent by The Zoo to the client, as well as to all agreements between The Zoo and the client. The terms and conditions form an integral part of the agreement with the client. Any aberration from these terms and conditions will need to be agreed to in writing.
1.3. These terms and conditions will take precedence over those issued by the client or any third party, even if The Zoo has not explicitly rejected their use.
1.4. The applicability of these terms and conditions is agreed to by the client, merely by the fact that the client has granted an assignment to The Zoo or has concluded an agreement with The Zoo.
1.5. In the event that one or more clauses of these terms and conditions should be deemed entirely or partially null and void, this will not entail the nullity of the remaining terms and conditions. Parties will replace the void clause by a valid clause that will correspond to the original intentions of the parties.
Article 2: Price
2.1. All prices will be stated in euro (excluding VAT). Any increase of the VAT rate and/or any other charge in between the placement of the order and the execution thereof will be borne by the client.
2.2. The Zoo reserves the right to correct any typos regarding its quotations. The Zoo is permitted to change its prices unilaterally if those price adjustments are due to circumstances beyond her control, e.g. changes regarding VAT, taxes and customs, costs of delivery, purchase, materials etc. This list of circumstances is solely exemplary and in no way restrictive.
Article 3: Payment
3.1.The invoices are payable by bank transfer or in cash at the registered office or The Zoo, unless expressly agreed otherwise between the parties.
3.2. The invoices need to be paid within thirty (30) days at the end of the month following the invoice date, unless parties have explicitly agreed otherwise.
3.3. In case an invoice is not paid on its due date, interests at a rate of 10% will be due from that due date onwards, automatically and without the obligation for The Zoo to send the client a letter of demand. Furthermore, in this case the invoice will be augmented by liquidated damages amounting to 10% of the original invoice amount, with a minimum of 500,00 EUR per invoice.
3.4. Any letter of protest regarding invoices will need to be addressed to the registered office of The Zoo by registered mail within five (5) calendar days following the receipt of the invoice.
3.5. In the event that an invoice is not paid, all other outstanding invoices, even if their due date has not yet been reached, will be exigible automatically and without the obligation to send a letter of demand.
3.6. In the event of late payment of an invoice, The Zoo reserves the right to immediately stop the rendering of the services and resume them only after payment of all outstanding and exigible invoices.
Article 4: Retention of title
All goods sold remain the property of The Zoo as long as the full price has not been paid.
Article 5: Risk
On the date of the invoice all risks pass to the client and all costs will be borne by the client.
Article 6: Intellectual property
The Zoo is the sole owner of the intellectual property rights with regard to the services provided. The intellectual property rights of The Zoo are never transferred to the client, unless parties have explicitly agreed in writing otherwise.
Article 7: Confidentiality
The client undertakes not to disclose any confidential information that he/she will receive from The Zoo. Whether or not certain information will be considered to be confidential, will be conveyed by * to the client prior to the communication thereof.
Article 8: Delivery and execution
8.1. If the goods are delivered to the client, delivery shall be made to the address provided by the client. The associated costs of delivery (and possible transport) will be charged to the client.
8.2. The delivery and execution dates are merely indicative and are therefore not binding, unless expressly agreed otherwise. Delays in delivery or execution can never be invoked in order to claim any compensation, cancellation of an order or termination of the agreement.
Article 9: Termination and annulment
9.1. The agreement between the parties will be terminated automatically, on the part of the client, in case of liquidation, dissolution or death of the client.
9.2. In the event of cancellation of an agreed agreement, either verbally or in writing, by the client, a fixed compensation will be due. This cancellation must be done in writing. In such case, liquidated damages equal to 30% of the agreed total amount will be due to The Zoo, without prejudice to The Zoo ‘s right to obtain a higher compensation.
9.3. In case of refusal of receipt upon delivery, liquidated damages equal to 30% of the invoice amount will also be due to The Zoo.
Article 10: Liability
The Zoo is not liable for damages of any kind, except for its wilful misconduct and/or gross error, unless parties have explicitly agreed in writing otherwise.
In any case, the amount of any compensation due by The Zoo will be limited to the amount invoiced and received by The Zoo for the disputed order, on the understanding that under no circumstances shall this amount exceed the amount to be paid by the insurer of The Zoo.
In any case The Zoo will only have an obligation to use best endeavors.
Article 11: Force majeure
The Zoo cannot be held liable in situations of force majeure (such as war, strike, lock-out, power grid failures, theft, fire, logistical problems for third parties, epidemic/pandemic, governmental restrictions etc.) which might lead to The Zoo’s inability to fulfil its obligations (in time).
The Zoo’s obligations will be suspended for the duration of the situation concerned.
Article 12: Complaints
12.1. Any complaints regarding visible defects must be reported to The Zoo immediately upon delivery and confirmed by registered mail within two (2) days after collection or delivery.
12.2. Any complaints regarding hidden defects must reach The Zoo by means of registered mail within five (5) days after discovery of the hidden defect.
Article 13: Data Protection
13.1. The Zoo abides by the provisions of the General Data Protection Regulation (GDPR).
13.2. The client hereby expressly confirms that all data transmitted to The Zoo has been collected in accordance with the General Data Protection Regulation. Consequently, the client shall indemnify The Zoo in the event that it receives any claim from a natural person whose data has been transmitted to, collected and/or processed by The Zoo.
Article 14: Applicable law and competent jurisdiction
14.1. The agreements and relationships between The Zoo and the client are exclusively governed by and must be interpreted in accordance with Belgian law.
14.2. For all disputes regarding the existence, validity, interpretation, execution or termination of such agreement, only the courts of the judicial district of Limburg, division Hasselt are competent.