Last update on: 14/10/2024

1. GENERAL

1.1 These General Terms and Conditions apply to all agreements entered into by ANIMAL FRIENDS Plc. with registered offices at 3680 Maaseik, Gremelsloweg 1044 and registered with the Crossroads Bank of Enterprises under number 0461.415.043 (hereinafter referred to as “ANIMAL FRIENDS”), to the conclusion thereof and to all offers (hereinafter referred to as “Agreement(s)” and “Offer(s)”) and order(s) placed through the webshop of ANIMAL FRIENDS available through https://www.animalfriends.com (hereinafter referred to as “Order(s)”) for the purchase of goods produced by ANIMAL FRIENDS (hereinafter referred to as “Good(s)”). The other party to such an Agreement, Offer and/or Order is referred to as “the Customer”, which can be both a legal entity and a natural person who purchases Goods exclusively for non-professional purposes (hereinafter “the Consumer”).

1.2 The application of these General Terms and Conditions will be accepted by the Customer by the mere fact of entering into an Agreement with ANIMAL FRIENDS in accordance with article 2.1. Insofar as the General Terms and Conditions were sent along with the order confirmation of the Offer as stipulated in article 2.1, the Customer explicitly agrees to the General Terms and Conditions, insofar as the Customer has not disputed them in writing within 24 hours of ANIMAL FRIENDS sending the order confirmation. The general terms and conditions of the Customer or any third party are expressly excluded, as are any terms and conditions which implicitly apply in trade, custom, practice or course of business. Deviations from (part of) these General Terms and Conditions will only be valid if and to the extent that they have been explicitly accepted by ANIMAL FRIENDS in writing.

1.3 ANIMAL FRIENDS reserves the right to modify these General Terms and Conditions, inter alia for the following reasons: modification of the Goods, including their composition and their intrinsic elements, the entry into force of new legislation, changes in market practices,…. It is possible that the General Terms and Conditions may be amended during the Agreement. The amended terms and conditions will be notified to the Customer by their publication on the websites of ANIMAL FRIENDS. In the absence of written protest within 14 days of notification of the amended text, the Customer shall be deemed to have accepted the new terms and conditions and such modified text shall bind the Customer for the Agreement.

1.4 Price lists and other advertising or promotional documents are for information purposes only and do not constitute an offer of an Agreement.

2. OFFERS AND PRICES

2.1 Insofar as an Offer is issued, the Offer, unless expressly stated otherwise in writing, is without engagement. Offers will be valid only for a period of 30 days from the date of the Offer, unless expressly otherwise mentioned on the Offer. An Agreement is concluded as soon as ANIMAL FRIENDS has sent an order confirmation to the Customer, (2) the Customer places an Order (via the webshop), or (3) when ANIMAL FRIENDS commences delivery of the Goods in accordance with article 3.

2.2 All prices quoted by ANIMAL FRIENDS include VAT and/or any other taxes.

2.3 No modification or cancellation of the Agreement by the Customer shall be possible unless mutually agreed in writing between the parties and without prejudice to the possibility to terminate the Agreement in accordance with articles 8 and 9.

3. DELIVERY

3.1 Delivery of the Goods will take place only after receipt of full payment in accordance with article 5.1. The applicable delivery costs and delivery periods will be indicated during the ordering process via the webshop before the Order can be finally placed by the Consumer. The place of delivery shall be the address entered by the Consumer when placing the Order.

4. OWNERSHIP & RISK

4.1 The risk of loss or damage to the Goods passes to the Consumer when he or a third party designated by him, who is not the carrier, takes physical possession of the Goods.

4.2 Ownership of the Goods will not pass to the Customer until ANIMAL FRIENDS receives full payment for the Goods in accordance with article 5.

5. PAYMENTS

5.1 The Consumer is required to pay the price of the Goods before the Order can be finally placed by the Consumer.

5.2 ANIMAL FRIENDS reserves the right to refuse to enter into an Agreement or to make it subject to the provision of sufficient payment guarantees by the Customer.

6. QUALITY AND COMPLAINTS

6.1 The Consumer will benefit from a guarantee of 2 years from date of delivery for any lack of conformity that manifests itself within the 2 years, unless the Goods have a shorter lifespan (see in this regard the expiration date of the Goods). In this case, the guarantee is limited to the lifespan of the Good. This guarantee can only be invoked if the Consumer reports the defect within 2 months from the day the Consumer discovered the defect. If a conformity defect manifests itself within a period of 2 years (or within the period up to the expiration date of the Goods if applicable) from the delivery of the Good, the presumption that this defect existed at the time of delivery shall apply, unless this presumption is incompatible with the nature of the Good or with the nature of the conformity defect.

6.2 After the guarantee period as set out in article 6.1 has expired, the regulation on hidden defects as set out in this article shall apply.

Any hidden defects in delivered Goods must be reported by the Customer to ANIMAL FRIENDS by registered letter within a short period (absolute maximum period of 14 days given the nature of the Goods) from the moment when the Customer has detected or reasonably could have detected such defect, under penalty of forfeiture of its rights as defined in this article.

In the event of a hidden defect, the Customer has the choice of either returning the Good and obtaining a refund of the price, or keeping the Good and obtaining a partial refund of the price.

6.3 In no event shall any complaint, whether in respect of Goods or services rendered or in respect of invoices, entitle the Customer to suspend his obligations under any Agreement or to demand dissolution of the Agreement, other than as provided for in these General Terms and Conditions.

6.4 The Customer shall in any case refrain from any modification of the Goods (including its packaging) of ANIMAL FRIENDS.

7 LIABILITY

7.1 ANIMAL FRIENDS's liability in respect of the Goods will be limited to the provisions of article 6. ANIMAL FRIENDS will not be liable for, or obliged to pay, compensation for any immaterial, indirect or consequential damage, including (but not limited to) loss of profit, turnover, loss of income, production restrictions, administrative or personnel costs, an increase in overheads, loss of customers or claims by third parties.

7.2 ANIMAL FRIENDS will not accept any responsibility for defects caused by, or arising on, the Goods through the fault or action of the Customer (or its appointees) or third parties, due to – but not limited to – normal wear and tear, improper use (such as use of the Goods after the expiration date), lack of care or due to external causes or changes made to, inter alia, the packaging of the Goods by the Customer (or its appointees) or third parties.

7.3 Nor does ANIMAL FRIENDS accept responsibility for slight differences in color or dimensions of the Goods, in so far as they could not be avoided, which are generally accepted or are inherent in the materials used.

7.4 ANIMAL FRIENDS will not be liable for misprints, typing errors or counting errors and/or ambiguities in Offers, Orders, Agreements and packaging of Goods nor for the consequences thereof to the extent they result from incorrect/incomplete information provided by the Customer.

7.5 In case of liability for direct damage due to fraud, intent or gross negligence of ANIMAL FRIENDS (including its employees and appointees), ANIMAL FRIENDS will never be obliged to pay a higher amount in damages than the invoice amount (excluding VAT) of the Goods concerned, or a proportionate part thereof (if applicable).

In case ANIMAL FRIENDS is insured for the damage in question, its liability will be limited to the amount which will be paid by the insurer under its policies in the case concerned, without prejudice to the alinea 1 of this article.

7.6 However, any limitation of liability provided for in this article shall not apply if the damage concerns a physical injury or death.

7.7 The Customer shall indemnify and hold harmless ANIMAL FRIENDS (and, if applicable, its employees and/or appointees) against all costs, including attorneys' fees, compensation, damages, claims, expenses and proceedings pursuant to third party claims in connection with actions of the Customer or third parties engaged by the Customer.

8 FORCE MAJEURE

8.1 Force majeure will exist if, after entering into the Agreement, the other party is prevented from fulfilling its obligations under this Agreement or its preparations in full and/or in time as a result of unforeseen circumstances, such as – but not limited to – pandemic, epidemic, war, fire, water damage, natural disasters, weather conditions, strike, sit-down strikes, import and export restrictions, government measures, defective machinery, raw materials and/or auxiliary materials required for that purpose, etc.;

8.2 Article 8.1 shall apply both on ANIMAL FRIENDS's premises as on the premises of third parties from which ANIMAL FRIENDS is required to purchase the goods and/or the materials or raw materials required in whole or in part, as well as during storage or transport, whether or not under its own management, and furthermore due to all other causes arising through no fault or risk of ANIMAL FRIENDS.

8.3 In the event of force majeure, the party affected by the force majeure shall immediately (and in any case within a period of 8 calendar days after the occurrence of the force majeure) notify the other party by registered letter. As from that moment, the execution of the obligations affected by the force majeure shall be suspended for the duration of the force majeure. The party affected by the force majeure shall do its utmost to reduce the delay to a minimum and shall inform the other party of the measures taken to this end. The parties will have the option to terminate the Agreement without any compensation from one party to the other if the force majeure persists or is likely to persist for a period of at least 90 days.

9 TERMINATION

9.1 Without limiting any other rights or remedies, either party may terminate an Agreement with immediate effect, without prior judicial intervention and without obligation to compensate, by written notice to the other party if:

(a) the other party commits a material breach of a term of the Agreement and (if such breach is remediable) fails to remedy that breach within 8 calendar days of being given written notice to do so;

(b) the other party is subject to insolvency proceedings or ceases (or threatens to cease) to operate;

(c) the Customer refuses to provide guarantees without valid reason after being requested to provide them by ANIMAL FRIENDS, who suspects based on legitmate grounds that the Customer’s financial position has deteriorated/is deteriorating to such an extent that guarantees are necessary for the proper performance of the Agreement; or

(d) commits acts that may damage the other party's reputation or image.

9.2 Without limiting other rights or remedies, and without prejudice to its right to compensation, ANIMAL FRIENDS may, without prior judicial intervention and without being obliged to compensate, but after having given notice of default:

(a) suspend delivery of the Goods under the Agreement if the Customer is subject to any of the events listed in articles 9.1(a) to 9.1(d);

(b) if the Customer fails to pay the amount due to ANIMAL FRIENDS on the due date in accordance with article 5.

9.3 Upon termination of the Agreement for any reason, the Customer will immediately pay all outstanding unpaid invoices and interest to ANIMAL FRIENDS (if applicable). ANIMAL FRIENDS may, at its discretion, require the Customer to return all Goods delivered or require immediate payment for the Goods which are not returned.

9.4 Termination of the Agreement will not affect the rights and remedies of the parties which accrued at the time of termination, including the right to claim damages in respect of any breach of the Agreement which existed on or before the date of termination.

9.5 Any provision of the Agreement expressly or impliedly intended to take effect or remain in effect upon or after termination shall remain in full force and effect.

10 INTELLECTUAL PROPERTY

10.1 Unless otherwise agreed in writing, all Goods, if sold in packaging, will only be sold or resold in the packaging supplied by ANIMAL FRIENDS and in no case may other trademarks be labeled or affixed to the Goods.

10.2 The Customer acknowledges that intellectual property rights relating to the Goods and their packaging belong to ANIMAL FRIENDS. The Customer does not acquire any intellectual property rights attached to the Goods and their packaging and will not have any right to use intellectual property rights other than in connection with the sale of the Goods in accordance with these General Terms and Conditions.

10.3 The Customer will not take any action that could directly or indirectly damage the intellectual property rights of ANIMAL FRIENDS.

10.4 Advertising material (if any) provided by ANIMAL FRIENDS, whether printed or in electronic form, belongs to ANIMAL FRIENDS and must be returned at its request.

10.5 All intellectual property rights to the images and photographs of the Goods are reserved by ANIMAL FRIENDS and may not be displayed, used or included in advertising materials not provided by ANIMAL FRIENDS unless expressly approved in writing in advance by ANIMAL FRIENDS.

10.6 The restrictions mentioned in this article apply to any medium and in any way, such as print, websites, electronic platforms, social networks or other methods of electronic or digital communication.

10.7 To the extent that the packaging or its design/concept is provided by the Customer, the latter shall be considered to own the intellectual property rights of this packaging. The Customer shall in such case indemnify ANIMAL FRIENDS against all claims (including those of third parties) due to an alleged infringement of these intellectual property rights.

11 PRIVACY AND PROCESSING OF PERSONAL DATA (GDPR)

11.1 ANIMAL FRIENDS processes your personal data in accordance with its privacy policy, which can be accessed here: animalfriends.com/en/privacy-policy.

12 RIGHT OF WITHDRAWAL

12.1 In view of Article VI.53, 4° and 5° of the Code of Economic Law, the Consumer is not entitled to the right of withdrawal as stipulated in Article VI. 47 of the Code of Economic Law, in the event the relevant Goods would have limited shelf life or the relevant Goods are sealed for reasons of health protection or hygiene and whose seal has been broken after delivery.

13 MISCELLANEOUS

13.1 The nullity of one or more provisions of these General Terms and Conditions will not affect the validity of the remaining provisions.

13.2 If any provision or part of a provision of these General Terms and Conditions is or becomes invalid, illegal or unenforceable, the parties will make every effort to amend the concerned provision to the extent necessary to make it valid, legal and enforceable. If such amendment is not possible, the provision or part of the provision in question shall be deemed to be deleted. An amendment or deletion of any provision or part of any provision under this clause shall not affect the validity and enforceability of the remainder of these General Terms and Conditions.

13.3 The failure, by either party, to seek or insist upon strict compliance with, or to enforce, any of the terms or conditions of these General Terms and Conditions shall not be deemed to be a waiver of such term or condition by such party, nor shall any waiver, renunciation or relinquishment of, or failure to seek or insist upon strict compliance with, or to enforce, any right under these General Terms and Conditions at any time by either party be deemed to be a waiver, renunciation or relinquishment of such right or power by such party.

14 APPLICABLE LAW AND COMPETENT COURT

14.1 These General Terms and Conditions are subject to Belgian law.

14.2 If the Agreement is concluded with the Consumer, the court of the Consumer's domicile shall have jurisdiction to settle the dispute. In case of other disputes, only the courts of the district of Antwerp, Hasselt division will be competent.

14.3 For Consumers, there is also the possibility of recourse to alternative dispute resolution through the Consumer Ombudsman Service (North Gate II, Koning Albert II-laan 8 Bus 1 1000 Brussels, tel : 02 702 52 00, contact@consumentenombudsdienst.be, www.consumentenombudsdienst.be/nl). For Consumers which are resident in a European country other than Belgium, we refer to the European Commission's online dispute resolution portal: https://ec.europa.eu/odr.