GENERAL TERMS OF SALE

1.          Application – These general terms of sale apply, to the exclusion of all other terms, to all offers, orders, quotations and agreements pertaining to the delivery by Animal Kingdom s.r.o., with its registered office at 155 21 Prague 5-Zličín, Hevlínská 435/8, Czech Republic (hereinafter "VENDOR"), of goods and/or services to a client (hereinafter the "Client"). The Client hereby expressly rejects the application of all other terms (of purchase). VENDOR may amend these terms and conditions without prior notice. For the purposes of these terms and conditions "in writing" shall, unless indicated otherwise, include by e-mail (or other means of electronic communication) and fax. 

2.          Performance - The parties agree that all obligations arising directly or indirectly from the present agreement, including for example the obligation for the purchaser to pay the purchase price, must be performed at VENDOR's registered office.

3.          Offers and agreement - All offers by VENDOR are non-binding and do not oblige it to deliver the goods concerned.  Unless indicated otherwise therein, an offer shall only be valid for fifteen (15) calendar days from its issuance. VENDOR is not obliged to assess whether the goods ordered are suitable for the intended use. An agreement between VENDOR and the Client is created by written acceptance of the Client's order. If information necessary to perform the agreement is not made available to VENDOR or not made available as agreed or if the Client otherwise fails to fulfil its obligations, VENDOR can suspend performance of its obligations under the agreement concerned and bill the Client for any costs incurred, at its usual rates.

4.          Delivery - Delivery shall be at the date and time or within the period mentioned in the confirmation. In accordance with normal transport practices all goods will be delivered to the goods inwards dept. or reception on the ground floor and off-loading facilities must be provided by the Client.  If the confirmation states delivery on call, the Client shall take full delivery within twelve months from the date of the confirmation and pay the storage costs for the period between the moment the goods are made available and the moment full delivery is taken. The Client is not entitled to return the goods which were delivered in conformity with this agreement. VENDOR is entitled to deliver and invoice in instalments.

If the Client has not taken delivery of the goods on the agreed date, the goods shall be put into store for the Client’s account and risk. If the information necessary for the performance of the Agreement is not, in VENDOR’s opinion, in VENDOR’ possession in time to effect performance on the agreed date, then VENDOR has the right, after consultation with the Client, to set a new date for delivery and revise the price or annul or terminate the agreement.

Dates and/or times of delivery provided by or agreed with VENDOR are estimates only. Exceeding dates and/or times shall only allow the Client to annul or terminate the Agreement if such dates and/or times have been exceeded by more than sixty (60) calendar days.

Delivery charges and liabilities shall be ex works at the choice of VENDOR at the point of manufacturing or distribution, unless otherwise stated in the confirmation. Trade terms have to be interpreted according to Incoterms, latest edition. If and insofar as the Incoterms deviate from the confirmation the latter shall prevail.

Except as otherwise provided, delivery equals receipt and acceptance by the Client and releases VENDOR from all liability for apparent defects. Upon delivery, any risk in relation to the delivered goods is transferred to the Client.

5.          Reservation of title - VENDOR retains title to all goods delivered to the Client until the latter has completely satisfied all of its (payment) obligations in relation to all goods or services delivered or to be delivered, or other works performed or to be performed pursuant to agreements concluded with the Client. Until the title to the goods has passed to the Client, the Client shall not be permitted to create any charge or security right on the goods or grant any other right in respect thereof to any third party, save within Client's normal course of business. The Client shall make sure that the goods are identifiably marked as being the property of VENDOR. The Client is obliged to insure the goods against theft, loss, damage and destruction until payment in full and to notify VENDOR immediately if any third party asserts rights to the goods. If the Client fails to fulfil its payment obligations, VENDOR can take steps to repossess the delivered goods. To this end, the Client hereby authorises VENDOR to enter its premises or property where the goods are kept.

6.          Duty to inform - The Client is obliged to provide VENDOR, at the latter's first request, with its VAT number and the name under which the Client is known to the tax authorities.

7.          Claims - The Client is obliged, upon the provision of goods and services, to inspect them and determine if they conform to the agreement. Any claim regarding goods or services appearing on the delivery notes and/or invoices of VENDOR or regarding the delivery notes and/or invoices themselves must be made in writing, in a substantiated registered letter, within eight (8) calendar days from discovery of the facts or defect on which it is based. The Client must produce proof of the time at which the facts or defect were discovered. In the absence of such proof, the facts or defect giving rise to the claim will be deemed to have become apparent in the month following delivery or performance of the works, if the claim pertains to delivered goods or services, or within a period of one month from receipt of the delivery note or invoice, if the claim pertains to these documents. In the absence of a claim within these time periods, the goods, service, and/or invoice will be deemed accepted by the Client, without reservation. If VENDOR finds the claim justified, it can, at its choosing, either continue the agreement and repair the defect or pay damages or terminate the agreement and reimburse the amounts already received from the Client. Claims by the Client that a good or service delivered by VENDOR does not meet the standards of quality required for normal use shall be time-barred one (1) year after the date of delivery of the good or service to the Client.

8.          Warranty - If a warranty has been provided by VENDOR, it shall be cancelled if the goods under warranty are used or stored in a manner that does not comply with the order or are used or stored improperly by the Client, the instructions for use are not followed, unskilled repairs are made or alterations effected, or the goods are commingled with those of third parties or are transferred to a third party. In any case, the warranty cannot last longer than the initial warranty provided by the manufacturer of the product in question, with an absolute maximum of six (6) months.

9.          Price – All prices are ex works. Any variance in the price is only valid if confirmed in writing by VENDOR. All duties, taxes, charges, etc. due in addition to the price shall be borne by the Client. Delivery charges shall be billed separately.

10.        Payment - VENDOR's invoices are payable in cash and without a discount at its registered office, in the currency indicated on the invoice. All payment charges shall be borne by the Client.

11.        Interest for late payment - If payment is not made in cash, interest at an annual rate of 10% will accrue on the unpaid balance, by operation of law and without prior notice or formalities being required, from the invoice date until the date of payment in full. In this case, if the unpaid amounts are not settled immediately upon request, lump-sum compensation of 10% shall be due, by operation of law and without further formalities, with a minimum of €100 per invoice, in order to cover the costs caused by the debtor's default, without prejudice to VENDOR's right to claim a higher amount for actual harm suffered. In the event of partial payment, VENDOR shall first allocate the payment to charges and interest, and only then to the principal, in accordance with Articles 1254 and 1255 of the Civil Code.

12.        Payment terms - The bills of exchange issued by VENDOR and the payment periods and/or terms granted by VENDOR do not imply any deviation from the preceding clause and do not constitute a novation. Any claim against a bill of exchange, even unpublished, shall render all other bills of exchange immediately due, even if they have not yet arrived at maturity. VENDOR reserves the right to request the necessary guarantees from the Client if the latter's solvency can reasonably be called into question.

13.        Cancellation - If an order is cancelled by Client, VENDOR can either call for performance of the agreement or accept cancellation and consider the agreement as having been terminated by Client. If VENDOR considers the agreement to have been terminated, it has the right to a lump-sum compensation of at least 30% of the agreement, which amount can be increased if VENDOR proves greater damage.

14.        Intellectual property rights - All trade secrets and intellectual or industrial property rights, including without limitation patent rights, trade mark rights, rights to trade names, copyrights and neighbouring rights, database rights, designs and models (hereinafter the “Intellectual Property Rights”) relating to all intellectual creations made available, by contract, between VENDOR and the Client, including without limitation goods, projects, designs, documents, reports, estimates, databases, inventions, discoveries, as well as the preparatory materials for the latter, data and know-how, are the property of VENDOR or, as the case may be, its licensors. The Client cannot modify or remove any indication whatsoever of these Intellectual Property Rights from the goods or materials  delivered by VENDOR. The Client cannot use VENDOR's Intellectual Property Rights without VENDOR's prior written consent. The Client shall indemnify and hold VENDOR harmless against all claims of third parties resulting from any infringement of any rights (including Intellectual Property Rights), relating to the manufacture, delivery, provision or use of a good, service or advice according to Client's specifications.

15.        Confidentiality - Each party guarantees that it will not disclose to third parties any confidential information received from the other party, both during as well as after the end of the applicable agreement(s) and that it will use any confidential information solely in the framework of the agreement between the parties. Information will in any case be considered confidential if it has been indicated as such by a party.

16.        Liability - Without prejudice to the provisions of Article 7 (Claims), and except in the event of fraud on VENDOR's part, VENDOR shall not be held liable for damage sustained by the Client in the context of an order, offer or agreement entered into with VENDOR. VENDOR expressly excludes by this clause liability for damage caused by its gross negligence or by gross negligence or fraud on the part of its employees and agents. If VENDOR, despite the present exclusion of liability, is nonetheless held liable it will only pay damages up to the invoice amount paid by the Client for the goods or services that caused the damage, cumulatively up to a maximum of €5,000, it being understood that any negligence by the injured party shall exclude VENDOR's liability. VENDOR can raise all statutory and contractual defences to avoid liability, both on its own behalf as well as on behalf of its employees and agents.  Client shall indemnify and hold VENDOR harmless against any claims (including product liability claims) of any third party resulting from the goods, services and/or advice provided and/or a Force Majeure event (as defined below). The provisions of these terms do not affect the strict imperative civil liability of VENDOR, including inter alia under the Product Liability Act implementing the European Directive on product liability of 25 July 1985, for defective products.

17.        Liability - VENDOR can in no case be held liable for indirect damage, including (without limitation) loss of profit, losses and expenses incurred, as well as lost orders and savings.

18.        Liability - Any information contained in brochures, catalogues, plans, descriptions, advertisements or similar documents does not bind VENDOR and/or cannot constitute a wrongful act on its part or trigger its liability.

19.        Termination - If the Client, in any manner whatsoever, commits a breach in the course of performing any of its obligations to VENDOR, the bankruptcy of the Client is sought or declared, the Client's business is liquidated or the Client ceases (in whole or in part) its activities, VENDOR can, without judicial intervention, terminate or rescind in whole or in part the agreement(s) with the Client, effective immediately, or suspend the (future) performance of the agreement(s) with the Client, without prejudice to its rights and without any obligation to pay damages. If VENDOR terminates or rescinds the agreement(s) on the basis of the foregoing, all amounts owed by the Client to VENDOR in any manner whatsoever shall become immediately due, without prejudice to any other rights VENDOR may have. Any suspension, annulment, cancellation or termination shall, unless specifically agreed otherwise in writing, not result in VENDOR having to pay back amounts received and shall result in any amounts to be paid by Client becoming immediately due and payable.

20.        Force majeure - If proper performance on the part of VENDOR is rendered impossible, in whole or in part, due to one or more circumstances which cannot, in accordance with Articles 1147 et seq. of the Civil Code, be imputed to VENDOR, including without limitation non-performance of obligations by sub-contractors, VENDOR can, without being liable for damages: (a) in the event of temporary impossibility, at its choosing, rescind or terminate the agreement(s) with the Client or perform the agreement(s) at a later date, but in any case no later than six (6) months from the start of the temporary impossibility; (b) in the event of permanent impossibility, rescind or terminate the agreement(s).

VENDOR shall inform the Client as soon as possible of the occurrence of the event of force majeure and indicate the extent to which it can continue to make deliveries.

21.        Replacement and non-transferability - If any provision of these terms turns out to be invalid, VENDOR and the Client agree to replace the invalid or unenforceable provision with a provision which content and economic scope come as close as legally possible to those of the invalid or unenforceable provision. The invalidity or unenforceability of one or more provisions shall not result in the invalidity or unenforceability of other provisions of these terms, which shall continue in full force and effect. The agreements between Client and VENDOR cannot be transferred to third parties.

22.        Jurisdiction – governing law - All offers, orders and agreements between VENDOR and the Client with regard to sales shall be governed exclusively by Belgian law. Any disputes arising therefrom shall be submitted to the exclusive jurisdiction of the Brussels courts.