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YAMAZONI General terms and conditions

This version is in effect since 1 Jan 2023.

These General Terms and Conditions of Sale (the “Conditions”) govern all quotes, orders, contracts and deliveries between YAMAZONI, a sole proprietorship under Belgian law with registered offices at Molenhoekstraat 6, 9820 Bottelare, registered with the Crossroads Bank for Enterprises under company number BE0587945209 (the “Supplier”) and its customers. Any exceptions to these terms and conditions must be agreed upon in writing between the supplier and the customer. 

All the Supplier’s quotes are valid for 30 days. Dates or times of delivery indicated in quotes are for information only; they are thus not binding unless the parties have explicitly agreed on them in writing. The Supplier reserves the right to refuse orders for the supply of goods or services without any form of justification, even if a quote relating thereto has already been provided. 

Any order or assignment made by the customer commits the Customer, but commits the Supplier only after written confirmation or upon signature of a written agreement. In no event may the customer cancel an order confirmed by the Supplier in accordance with these general terms and conditions, or an agreement made with the Supplier for the supply of goods or services, unless with the supplier’s written and explicit permission. In case of a unilateral termination or suspension of an agreement by the Customer, invoicing shall be commensurate with the progress of the order, increased by an additional conventional compensation of 10%, and at a minimum of 30% of the total price agreed for the order or assignment. Each protest with regard to the products or services provided must be delivered by registered letter to the Supplier within five (5) days after the day of the delivery. 

Unless formally transferred in writing, the Supplier shall own all right, title and interest in and to its patents, copyrights, trademarks, and trade secrets (research, designs, plans, methods, techniques, processes, and know-how), whether tangible or intangible and whether or not stored, compiled or memorialized physically, electronically, graphically or in writing, whether known or developed prior to, during or after delivering the products and services. The Supplier has the right, for promotional purposes, to refer to the Customer and the delivered works or services by way of reference. 

The Supplier cannot be held liable if the assignment cannot be executed for any reason, including unavailability of the agents or employees of the supplier thereto assigned, or as a result of force majeure, including (without limitation) depletion of stock, non-delivery by suppliers of the Supplier, loss of property or programming as a result of accidents, industrial action, fire, flooding, etc. Under no circumstance can the Supplier be held liable for any direct or indirect damage that might occur to the Customer as a result of the use of its products and services it supplies, including but not limited to loss of profits or revenue, loss of anticipated profits or revenue, loss of value of assets, loss of customers, general cost increases, or damages as a result of infringement of third party rights. A delay in performance can under no circumstance give rise to penalties, damages dissolution or termination of the agreement.

Prices are always exclusive of VAT, duties, transport cost, costs of additional packaging, taxes and other expenditure, unless these items are specifically indicated as included. Quoted prices only apply to the tasks specified in the quote. In case of compound quotes, there is no obligation to deliver part of the order at the corresponding part of the total price.

The Supplier’s invoices are payable in cash and in full to the Supplier’s bank account or at the supplier’s registered office in Bottelare, Belgium, at the latest 30 calendar days after the invoice date, unless otherwise specified on the invoice. The invoiced amounts are payable net. All costs, including bank charges, are payable by the customer. Intermediaries, subcontractors, representatives, agents or employees of the supplier are in no way whatsoever authorised to collect the supplier’s invoices or to issue a valid receipt. If the invoice is, at the customer’s request, made out to a third party, both the customer and the third party are jointly and severally liable vis-à-vis the supplier, who under no circumstance gives his/her consent for the customer’s debt to be transferred. The supplier reserves the right to make partial deliveries and, where appropriate, to invoice these partial deliveries separately. Each protest with regard to invoices must be delivered by registered letter to the Supplier within a period of five (5) days after the invoice date. In the absence of timely protest, the invoices are definitively accepted and payment is due. 

The amount of any invoice that is not settled by the due date is increased, by operation of law and without notice of default, by 10% of the owed amount by way of fixed compensation. The amount thus increased, by operation of law and without notice of default, yields interest to the amount of 1% on a monthly basis as from the due date of the invoice. In case of non-payment of an invoice by the due date, the supplier also reserves the right, without notice of default, to suspend all further deliveries and services, even if they relate to other projects than those invoiced. 

These Conditions prevail over any other possible terms or conditions, and the application of any general terms and conditions other than these is explicitly rejected. Every customer is deemed, on placing an order or signing an agreement with the Supplier, to know and accept these Conditions, regardless of the language the Conditions are provided in. 

All disputes about the contractual relationships between the customer and the supplier, and the validity, interpretation, execution, enforceability, or any other aspect of these Conditions are exclusively governed by Belgian law, and fall exclusively under the jurisdiction of the courts of the judicial district or department where the supplier’s registered office is established.