Terms and conditions

GENERAL TERMS AND CONDITIONS OF SALE PAVAN SERVICE

1. Offers and tenders

1.1. In principle, our price calculations, offers and quotations are valid for 30 days, unless otherwise agreed between the parties.

1.2. A contract is established either by written acceptance by the customer within the above-mentioned validity period or by a written order confirmation by PAVAN SERVICE of an order of the customer.

1.3. Changes, additions or verbal commitments are valid only after written confirmation by PAVAN SERVICE.

1.4. PAVAN SERVICE shall be bound to the offers only if the acceptance thereof is confirmed in writing by the customer within the validity period.

2. Orders via the webshop

2.1. The client may place an order on the PAVAN SERVICE webshop either by creating an account or as a guest without an account. By placing an order through the web shop, the customer expressly declares to agree with these terms and conditions.

2.2. When creating an account, the customer must provide accurate and complete data.

2.3. The prices on the webshop are binding at the time of the order. Payment must be made immediately via the payment methods offered on the webshop.

2.4. Upon receipt of payment, the order will be considered final and the customer will receive an e-mail confirmation.

2.5. For the delivery of the ordered goods, the customer has the choice between:
• Collection by the customer at the address of PAVAN SERVICE in 2360 Oud-Turnhout, Beyntellus 3 without additional costs;
• Shipping via a transport company, with shipping costs being borne by the customer. These costs are clearly stated before finalising the order.

3. Prices

3.1. All prices are expressed in euro and exclude VAT and other levies, unless otherwise indicated.

3.2. All taxes, duties and/or charges relating to the delivered goods or their transport, including new taxes introduced after the conclusion of the contract, shall be borne by the customer.

3.3. If an advance payment is requested, it will be explicitly stated in the quotation. Advances paid are definitively acquired and cannot be reclaimed by the customer.

3.4. PAVAN SERVICE reserves the right to unilaterally adjust the prices (i) in case of changes to the information or data provided by the client, or in case this information would prove to be faulty or incomplete, (ii) in case the price of goods purchased by PAVAN SERVICE from third parties would be increased or such goods would be (temporarily) unavailable from the usual suppliers; and/or (iii) in case of increase in salary costs, social security charges, taxes, price of raw materials, materials, transport costs or energy prices in case of own production, whereby the applicable price increase will be in reasonable proportion and take into account the occurring price increases.

3.5. PAVAN SERVICE will inform the customer in writing of any price adjustment at least 30 calendar days before it takes effect. The customer has the right to object to the price adjustment within 15 calendar days of notification. In case of a price increase of more than 10%, the customer has the right to dissolve the contract in writing within 15 calendar days after notification of the price increase, without any right to compensation for either party.

3.6. For direct orders on the webshop, prices are binding at the time of the order. Payment must be made immediately via the payment methods offered on the webshop.

4. Payment terms

4.1. General
Invoices are always payable at the registered office of PAVAN SERVICE within 30 calendar days after receipt of invoice, except in case of (i) direct order and payment via the web shop or (ii) express provisions to the contrary. The date of receipt of the invoice is presumed to be the third working day after the invoice date, except in case of proof to the contrary by the customer. Any disputes of invoices must be notified in writing within 8 calendar days of receipt of the invoice, failing which the invoice shall be considered accepted. In case of non-payment of an invoice on the due date, all other claims against the client not yet due will become due by right and without prior formal notice. In this case, PAVAN SERVICE also reserves the right to suspend the execution of all pending orders, without prior notice and without compensation.

4.2. Late payment enterprises
In case of late payment, an interest of 1% per started month will be due by right and without prior notice. Moreover, in case the invoice remains totally or partially unpaid on the due date without valid reason, PAVAN SERVICE shall have the right to claim a lump-sum compensation of 10% of the amount still due, with a minimum of EUR 250.00, without a notice of default.

4.3. Late payment consumers
If a consumer fails to pay an invoice (on time) on its due date, a free reminder will be sent as notice of default. The customer then has a new deadline for payment of 14 calendar days from the third working day after the reminder is sent. If the customer is again in default, the outstanding balance will be increased by interest equal to 1% per started month. This default interest is calculated from the date of sending the free formal notice. Under no circumstances may the interest for late payment exceed the interest at the reference interest rate increased by eight percentage points referred to in Article 5(2) of the Law of 2 August 2002 on combating late payment in commercial transactions.

In addition, liquidated damages are claimed from the consumer for failure to pay (on time) within the period specified in the aforementioned free formal notice, as follows:
a) €20 if the balance due is less than or equal to €150;
b) €30 plus 10% of the amount due on the tranche between €150.01 and €500 if the balance due is between €150.01 and €500;
c) €65 plus 5% of the amount due on the tranche above €500 with a maximum of €2,000 if the balance due exceeds €500.

5. Delivery and retention of title

5.1. The delivery date communicated by PAVAN SERVICE is always indicative and is only valid as a target date, unless otherwise agreed in writing between parties. The mere exceeding of the indicative delivery date does not constitute a breach of contract. Unless otherwise stipulated, PAVAN SERVICE will not guarantee delivery within the building.

5.2. PAVAN SERVICE reserves the ownership of the delivered and/or ordered goods until the full and effective payment of the principal and interest, costs and taxes related to them. The customer is not entitled to alienate, pledge or in any other way encumber the goods as long as the ownership has not been transferred. In case of non-payment on the due date, PAVAN SERVICE shall be entitled to take back the goods at the expense of the customer and PAVAN SERVICE shall be entitled to assert its right to compensation.

5.3. The risk of loss or damage to the goods shall pass to the customer at the time the goods are made available to the customer or to the carrier designated by the customer at the agreed place of delivery.

6. Consumer right of withdrawal

6.1. The consumer has the right to withdraw from the contract within a period of 14 calendar days without giving any reason. The withdrawal period shall expire 14 calendar days from the day on which the consumer or a third party other than the carrier and indicated by the consumer, acquires physical possession of the good.

6.2. To exercise the right of withdrawal, the consumer must inform PAVAN SERVICE of his decision to withdraw from the contract by an unequivocal statement (e.g. in writing by post or e-mail). The consumer may use the model withdrawal form (Ministry of Economy) for this purpose, but is not obliged to do so.

6.3. To comply with the withdrawal period, it is sufficient to send the communication concerning the exercise of the right of withdrawal before the withdrawal period has expired.

6.4. In case of withdrawal, PAVAN SERVICE will reimburse all payments received from the consumer, including standard delivery costs, without delay and at the latest within 14 calendar days after receipt of the notice of withdrawal. The reimbursement will be made by the same payment method as in the original transaction, unless the consumer expressly agrees to another method.

6.5. The consumer shall return the goods to PAVAN SERVICE without delay, but at the latest within 14 calendar days after the notice of withdrawal. The direct costs of returning the goods will be borne by the consumer.

6.6. The right of withdrawal does not apply to the delivery of:
a) pet food, food supplements and the like that may spoil quickly or have a limited shelf life;
b) sealed pet food, food supplements and the like which are not suitable to be returned for reasons of health protection or hygiene and whose seal has been broken after delivery.

6.7. The consumer is only liable for the depreciation of the goods resulting from the use of the goods beyond what is necessary to establish the nature, characteristics and functioning of the goods.

7. Complaints and warranty

7.1. The customer should inspect the delivered goods immediately upon receipt. Any visible defects or non-conformities should be reported in writing to PAVAN SERVICE immediately upon delivery. If the customer fails to complain within this period, he will be deemed to have accepted the goods and any right to indemnification for visible defects will lapse. In any case, the customer shall be deemed to have accepted the goods upon signing the delivery note.

7.2. PAVAN SERVICE guarantees the customer for hidden defects that render the goods unfit for the use for which they are intended, provided that the following conditions are met: (i) the defect was already present at the time of the transfer of ownership, (ii) the defect was hidden, and (iii) the customer reports the hidden defect in writing to PAVAN SERVICE within a reasonable period of time after he discovered or should have discovered the defect, and in any case within three months after delivery. If the customer is a consumer and the delivered goods are not consumables with an expiry date, they are entitled to the legal warranty period of 2 years after delivery of goods provided that all applicable legal conditions are met.

7.3. In case of non-conforming delivery, the customer is entitled to repair or replacement of the goods, or to a proportional reduction of the price, at the discretion of PAVAN SERVICE.

7.4. PAVAN SERVICE shall not be liable for defects or non-conformities that are the case of improper use, normal wear and tear, or modifications or repairs carried out by the customer or third parties without the written consent of PAVAN SERVICE.

8. Liability

8.1. The total liability of PAVAN SERVICE shall be limited to the lower of (i) the amount effectively paid out under the applicable liability insurance policy, or (ii) the invoice value of the goods that gave rise to the damage

8.2. Under no circumstances will PAVAN SERVICE be held liable for (i) indirect damage, consequential damage or purely financial damage, including but not limited to loss of profit, loss of turnover, loss of production, loss of opportunities or chances, loss of reputation or loss of data, (ii) damage resulting from or related to improper careless or improper use of the goods, (iii) damage resulting from failure to comply with the use, maintenance or storage instructions (iv) damage resulting from normal wear and tear of the goods or (v) damage resulting from incorrect, incomplete or late provision of information by the customer.

8.3. The customer acknowledges and accepts that all deliveries are made exclusively by PAVAN SERVICE. The natural persons involved in the production, packaging, delivery or installation of the goods (including directors, employees and self-employed workers) cannot be held personally liable for any damage resulting from or related to the delivered goods, except in case of fraud or intent. The customer expressly waives any possible direct right of action against the natural persons referred to in this article, regardless of the legal basis on which such a claim might be based.

8.4. Any claim against PAVAN SERVICE expires definitively one year after the delivery of the goods.

9. Dissolution

9.1. PAVAN SERVICE has the right to dissolve the agreement with immediate effect and without prior judicial intervention by registered letter in the following cases:
a) If the customer fails to fulfil his payment obligations within 15 calendar days after written notice of default;
b) In case of bankruptcy, liquidation, cessation of payments or manifest insolvency of the customer;
c) If the customer refuses to accept the goods after two offered delivery attempts;
d) In case of repeated or serious breach of the customer's contractual obligations, after a written notice of default in which a reasonable period of at least 15 calendar days was given to rectify the breach.

9.2. In the event of dissolution, all outstanding invoices become due immediately. In this case, the customer shall also owe liquidated damages amounting to 30% of the value of the uncollected order. The customer acknowledges that the lump sum compensation included in the present article is reasonable and proportional to compensate the damage and safeguard the legitimate interests of PAVAN SERVICE. The reservation of property will remain in full force and effect for all goods delivered and not yet fully paid for.

10. Force majeure

10.1. In case of force majeure, PAVAN SERVICE shall have the right to suspend the execution of the contract or to dissolve the contract entirely or partially, without PAVAN SERVICE being held to any compensation for damages.

10.2. By "force majeure" is meant any circumstance independent of the will of PAVAN SERVICE, as a result of which the fulfilment of the obligations towards the client is fully or partially prevented or as a result of which the fulfilment of the obligations cannot reasonably be required from PAVAN SERVICE.

11. General provisions

11.1. Nullity. The possible invalidity or unenforceability of any provision of the General Terms and Conditions shall not affect the validity or enforceability of the other provisions. An invalid or unenforceable provision (in whole or in part) shall be replaced ipso jure and automatically by a new, valid and enforceable provision, with retroactive effect up to the date of entry into force of the contract, which comes as close as possible to the purpose (incl. economic consequences) of the cooperation and the text of the original provision.

11.2. No premature termination. Recourse to any premature non-performance is excluded.

11.3. No price reduction. In case of non-serious default, the normal prices and fees will remain in force, without the customer being able to claim a price reduction from PAVAN SERVICE.

11.4. Set-off of debts. In case of bankruptcy of one of the parties, mutual debts are offset so that only the balance remains due.

11.5. Changes. PAVAN SERVICE reserves the right to unilaterally change these general conditions. PAVAN SERVICE will inform the customer of these changes via e-mail or in another electronic form. Changes will be effective 30 calendar days after written notification to the customer, unless the customer objects in writing within this period. In case of objection, the original terms and conditions will remain applicable until a new agreement is reached or the cooperation is terminated. Continuation of the cooperation after the amendments come into force shall be considered as acceptance of the new terms and conditions.

12. Applicable law and disputes

All disputes arising from any matter dealt with by these general terms and conditions are subject to Belgian law. The application of the Vienna Sales Convention of 11 April 1980 is expressly excluded.

Parties shall try to settle any dispute amicably. If no amicable settlement can be reached, the courts and tribunals of the district of the headquarters of PAVAN SERVICE, shall have exclusive jurisdiction to settle the dispute.