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GENERAL TERMS AND CONDITIONS – ORIGINE SRL

1. GENERAL PROVISIONS

  • These general terms and conditions define, without prejudice to the application of specific conditions, the respective obligations of the parties for the sale of Goods by ORIGINE SRL, registered with the BCE under number 1008.767.732, with its registered office at DONSART 20, Box A, 4880 AUBEL.
  • The Buyer expressly acknowledges having read and accepted these general terms and conditions. Only deviations subject to written agreement from us may modify their application. In the event of conflict between the Buyer’s general terms and our own, it is agreed that ours shall prevail.

2. DEFINITIONS

  • Buyer refers to both the Consumer defined below and the professional buyer, i.e., any business or company, natural or legal person, pursuing a sustained economic purpose.
  • Purchase Order ("PO") means the written offer from the Buyer to purchase Goods from ORIGINE SRL.
  • Consumer means any natural person acting for purposes outside their commercial, industrial, artisanal, or liberal activity.
  • Goods means the products ORIGINE SRL commits to supplying the Buyer under the PO.
  • ORIGINE SRL refers to the Seller of the Goods, being ORIGINE SRL or PT Tripper Nature.
  • Order Confirmation refers to the written notice from ORIGINE SRL to the Buyer confirming acceptance of the PO.
  • Shipment means the physical departure of the Goods from ORIGINE SRL’s premises via a Third Party or the Buyer.
  • Delivery means the physical receipt of the Goods by the Buyer (FOB port, CFR port, ex-warehouse, or DDP to Buyer’s address).

3. ORDERS

  • Price quotes for Goods provided by ORIGINE SRL invite the Buyer to issue a PO.
  • Price quotes are valid for fifteen (15) days from the date of issuance.
  • By issuing a PO, the Buyer agrees to purchase the Goods in accordance with the quoted price and these general terms and conditions.
  • Before accepting a PO, ORIGINE SRL and the Buyer shall verify and confirm the Price and quantity of the Goods.
  • A PO is not binding until it has been accepted in writing by ORIGINE SRL in the form of an Order Confirmation.

4. CANCELLATION

  • The Buyer may make changes (modifications or reductions) and/or cancellations, provided the Goods have not yet been shipped, up to fifteen (15) days after the Order Confirmation.
  • In case of later changes and/or cancellations, ORIGINE SRL may retain deposits and/or invoice the Buyer for all or part of the ordered Goods, including any applicable shipping costs.
  • The Buyer may postpone the Shipment, provided the Goods have not yet been shipped, up to fifteen (15) days after the Order Confirmation.
  • If Shipment is delayed by more than one month, ORIGINE SRL will increase the Goods' Price by 2% per month from the Shipment date specified in the PO and/or Order Confirmation.
  • The Consumer has the right to withdraw, without providing a reason, within 15 days from the Order Confirmation date. To exercise this right, the Consumer must notify their decision via email to [email protected] before the deadline. The declaration must clearly state the Consumer’s intent. ORIGINE SRL will acknowledge receipt of the withdrawal by email.
  • Deadlines specified in the Order Confirmation are indicative and given in business days. Saturdays, Sundays, public holidays, and annual vacation days are not considered business days.
  • No delay shall entitle the Buyer to claim damages or cancel the sale.
  • If a delivery deadline is essential, it must be explicitly stated in the Order Confirmation. In that case, and subject to proof of damage, the Buyer may—only after sending a registered letter that remains unanswered for 15 days—claim compensation not exceeding 10% of the total Order Confirmation price, provided the delay is not due to force majeure (see Article 9), payment terms have been respected, and no Buyer-driven changes were made during order execution.

5. PRICES

  • The Prices and currencies for the Goods are those specified in the Order Confirmation. All Prices are exclusive of transport and pallet costs unless stated otherwise. Discounts apply only to the specifically mentioned Delivery in the Order Confirmation.
  • As Goods prices may fluctuate due to external factors (e.g., raw materials, transport, EURO/USD exchange rates), ORIGINE SRL reserves the right to pass on these increases to the Buyer with immediate notice.
  • In the event of a price increase, the Buyer may cancel the PO by notifying ORIGINE SRL via email to [email protected] within eight (8) days of the price increase notice.
  • Prices are exclusive of VAT. All other taxes, duties, or fees imposed post-Delivery are the Buyer's responsibility unless the Buyer provides ORIGINE SRL with a valid resale or exemption certificate.

6. INVOICING, PAYMENT & CREDIT

  • ORIGINE SRL issues its invoice upon Shipment of the Goods. Any invoice dispute must be reported to ORIGINE SRL within fifteen (15) days of the invoice date. After this period, the invoice is deemed accepted.
  • The Buyer must pay the full invoice amount via bank transfer within thirty (30) days of receipt. Payment must be made in full, without offset, restriction, or condition, and independently of any counterclaim.
  • If full payment is not received within the specified period, ORIGINE SRL reserves the right to suspend further obligations, including additional orders, until payment is received.
  • Late payment automatically and without notice results in immediate payment of all other issued but not yet due invoices, 10% annual interest on overdue amounts, and flat-rate compensation as follows:
    • Up to €4,000: 10% of the unpaid principal
    • €4,000 to €12,500: 7.5%
    • €12,500 to €25,000: 5%
    • €25,000 to €50,000: 2.5%
    • Over €50,000: 1.5%
  • The Consumer may also invoke these same penalty terms in case of non-performance by ORIGINE SRL.
  • ORIGINE SRL accepts prepayment by Visa, MasterCard, or American Express for amounts under €1,500. Credit card payments are free if made by the day of Delivery; otherwise, a 3% service fee applies to the total invoice.

7. RISK

  • Risk passes to the Buyer upon Delivery as indicated in the PO.
  • Goods remain the property of ORIGINE SRL until full payment is received. Before ownership transfers, the Buyer may not encumber, sell, or dispose of the Goods in any way.

8. WARRANTY

  • Goods are delivered as per the PO accepted by ORIGINE SRL and sent to the address specified by the Buyer.
  • Goods conform to ORIGINE SRL’s standard specifications, unless otherwise stated, and to applicable laws at the time of order.
  • Product visuals and descriptions on the website or marketing materials are not contractually binding.
  • Goods are deemed accepted within five (5) business days of receipt unless a detailed claim is emailed to [email protected]. Absent such a claim, Goods are considered accepted.
  • In case of non-conformity, the Buyer must provide proof of damage and prepare Goods for return in original packaging within fourteen (14) business days for inspection by ORIGINE SRL. If fault lies with ORIGINE SRL, the Goods will be replaced or refunded, unless handling/storage instructions were not followed.
  • If Delivery is impossible for reasons not attributable to ORIGINE SRL, the Buyer must pay for outbound and return shipping costs plus related charges.
  • ORIGINE SRL is liable only for quality defects. It is not responsible for direct, indirect, or consequential economic loss arising from a PO.
  • The Buyer is solely responsible for choosing and storing the Goods post-Delivery. Each delivery will include product content information.
  • ORIGINE SRL complies with Belgian legal requirements for manufacturing, packaging, and storing Goods. It is not liable for any breach of foreign legal regulations in the country of Delivery. It is also not liable for minor errors or omissions despite best efforts in production. ORIGINE SRL shall not be liable for any indirect damage or business losses.
  • ORIGINE SRL is not liable for non-performance due to stock shortages or product unavailability.

9. FORCE MAJEURE

  • Any event beyond our control, including force majeure, that prevents contract execution under initial terms releases ORIGINE SRL from liability. ORIGINE SRL is entitled to reasonable delay in such cases, including natural disasters, war, fire, terrorism, government action, strikes, riots, currency fluctuations, transport shortages, crop failure, or supplier delays.
  • Both Buyer and ORIGINE SRL may cancel the sale contract without compensation if performance is delayed by more than two months.

10. TERMINATION

  • ORIGINE SRL may terminate the Order Confirmation by written notice if the Buyer materially breaches the contract or becomes insolvent, bankrupt, or under judicial reorganization. Non-payment is considered material breach.
  • Termination does not affect accrued rights or obligations prior to termination. Surviving clauses remain in force.

11. MISCELLANEOUS

  • Subject to the PO, these general terms can only be amended in writing by ORIGINE SRL.
  • The Order Confirmation and these terms form the complete agreement and supersede all prior agreements, whether oral or written.

12. PERSONAL DATA

  • ORIGINE SRL processes identity and contact data as provided by the Buyer. This is done for contract performance, Buyer management, and accounting, based on legal obligations.
  • ORIGINE SRL is the data controller. Data will be processed under GDPR and shared only when necessary for the above purposes.
  • The Buyer is responsible for the accuracy and updating of personal data. The Buyer confirms awareness of their rights to access, correct, erase, and object to processing.
  • As per Article 7 §3 GDPR, the Buyer may withdraw consent at any time, without affecting prior lawful processing.

13. DISPUTES

  • In the event of dispute, only the courts of LIEGE, Belgium, shall have jurisdiction. For Consumers, jurisdiction is determined by Article 624, 1°, 2°, and 4° of the Belgian Judicial Code. Belgian law applies.
  • Invalidity of one clause does not affect the validity of others.
  • If these general terms are drafted in another language, the French version shall prevail in case of interpretation issues.