Without prejudice to the application of any special terms and conditions contained in a separate written agreement, these general terms and conditions apply to all offers, quotations, invoices and agreements between Gemini Bracelets (Tarweblok 15, 2547 Lint (Belgium) – VAT BE0552.794.684) and its Clients. If there is any conflict between these general terms and conditions and any separate written agreement, the provisions of the written agreement shall prevail. If a Client places an order, then the Client is deemed to have accepted these general terms and conditions. By accepting these general terms and conditions, the Client also fully accepts that the Client’s own general terms and conditions (of purchase) do not apply.
2. Conclusion of agreements
2.1 All Gemini Bracelets’ offers, quotations and contract proposals are free of obligation and not binding on Gemini Bracelets. An agreement is only concluded between Gemini Bracelets and the Client when an order is confirmed and the corresponding payment is made to Gemini Bracelets by the Client.
3. Price and payment
3.1 Orders are invoiced according to the prices and terms and conditions stated in the order confirmation, or in Gemini Bracelets’ applicable updated price lists. Unless stated otherwise, prices include VAT.
4. Delivery, transport and transfer of risk and ownership
4.1 Delivery times specified by Gemini Bracelets are merely informative and not binding on Gemini Bracelets. Any failure to meet these delivery times may not be used as reason to dissolve the agreement or give rise to any form of compensation for damages.
4.2 In principle, delivery is free for orders with a value of 50 EUR or more (excluding VAT). An additional fee of 5 EUR (for transport, administration and environment charges) will be charged for orders with a value of less than 50 EUR (excluding VAT).
4.3 If all the goods in an order cannot be shipped to the Client simultaneously, Gemini Bracelets shall specify the missing products when the main delivery is made.
4.4 Unless expressly agreed otherwise, goods shall be delivered immediately behind the first door on the ground floor of the Client’s registered office or address.
4.5 The Client is obliged to accept the ordered products on the proposed delivery date (or any other date notified to the Client by Gemini Bracelets). If the Client does not accept the products at the time of delivery, Gemini Bracelets is entitled to store the products at the Client’s expense and risk. However, this protective measure does not suspend the Client’s payment obligation.
4.6 The products sold remain the property of Gemini Bracelets until the invoice is paid in full (including costs and interests). Nevertheless, the risks of loss or destruction of the goods sold are borne in full by the Client from the moment that the order is confirmed.
4.7 Without prejudice to Article 3.2, return shipments are at the Client’s expense and shall only be accepted after Gemini Bracelets gives prior and explicit consent. Return shipments with unpaid postage shall always be refused by Gemini Bracelets.
5. Checks and complaints
5.1 The terms and conditions of service and guarantee specified when ordering from the website at http://www.gemini-bracelets.com apply to all deliveries made by Gemini Bracelets and can be provided on request.
5.2. The Client undertakes to immediately accept the goods sold and to check that the quality and quantity of the goods delivered correspond to that agreed. Without prejudice to the application of Gemini Bracelets’ terms and conditions of service and guarantee, any visible defects in the goods delivered must be reported to Gemini Bracelets in writing within two (2) days after delivery. Gemini Bracelets will not consider any complaints made after the expiry of this period. If Gemini Bracelets accepts a complaint as valid, it will take back the delivered goods, then supply new goods or repair or credit them, free of charge. Gemini Bracelets is never liable for any form of compensation for damages.
5.3 The length and scope of the guarantee of Gemini Bracelets on any products delivered by Gemini Bracelets is always limited to the guarantee given by Gemini Bracelets’ manufacturer/supplier of the products concerned (back-to-back guarantee), as explicitly stated on the invoice, provided that the guidelines in the terms and conditions of service and guarantee on the website are strictly observed by the Client. Gemini Bracelets’ guarantee for non-compliant products consists solely of crediting (a part of) the relevant invoice. The application of the guarantee can never give rise to any form of compensation for damages.
6.1 The liability of Gemini Bracelets (including its appointees, representatives and/or employees) is only limited to the damage caused by non-compliance with its contractual obligations, if and to the extent that such damage is caused by Gemini Bracelets through fraud or intentional or gross error. Gemini Bracelets is not liable for other errors. Gemini Bracelets can never be held liable for damage caused as a result of the Client using a product incorrectly or unlawfully. If Gemini Bracelets is held liable for any damage, Gemini Bracelets’ liability is always limited to the amount of the invoice for the Client’s order and only that part of the order for which Gemini Bracelets is liable. Gemini Bracelets is only liable for direct damage. Gemini Bracelets is never liable for indirect damage, including but not limited to consequential damage, loss of profits, missed savings or damage to third parties.
6.2 Gemini Bracelets is legally discharged from and not obliged to comply with any obligation to the Client in the event of force majeure (including but not limited to delays caused by Gemini Bracelets’ suppliers, contractors and subcontractors). In the event of force majeure, Gemini Bracelets’ obligations are suspended. Force majeure on the Client’s part is hereby expressly excluded.
At the first request of Gemini Bracelets, the Client agrees to recall any products placed on the market by the Client which exhibit a defect or threaten to exhibit a defect and this at the Client’s expense and within a deadline determined by Gemini Bracelets. Compensation paid by Gemini Bracelets to the Client for recalling products consists solely of crediting (a part of) the relevant invoice. Recalling products can never give rise to Gemini Bracelets being liable for any type of compensation for damages.
Gemini Bracelets is entitled to dissolve the agreement with the Client at any time with immediate effect, without court intervention, without prior notice, and without payment of any compensation for damages, in the following cases: if the Client, despite a written notice of breach with a term of at least seven (7) calendar days, fails to comply (in a timely manner) with one or more obligations arising from the agreement; upon cessation of payments or (filing for) bankruptcy; in the event of a judicial reorganisation by the Client within the meaning of the Belgian Act of 31 January 2009, if the Client, despite a written notice of breach of fifteen days, fails to comply (in a timely manner) with one or more obligations arising from the agreement; upon liquidation or termination of the Client’s activities; if the Client’s assets (or part of them) are seized. In the event of dissolution, Gemini Bracelets also reserves the right to claim compensation for all costs and damages incurred and all Gemini Bracelets’ claims for payment against the Client shall become payable immediately.
9. Applicable law and competent court
9.1 All agreements to which these general terms and conditions apply, as well as any other agreements arising therefrom, are governed solely by Belgian law. The application of the Vienna Sales Convention of 11 April 1980 is expressly excluded.
9.2 All disputes between parties regarding agreements subject to these general terms and conditions shall fall under the sole jurisdiction of the courts of Leuven.