General Terms And Conditions

 PURESTONE BV

Version dated 15 september 2023

1. Definitions

For the application of these General Terms and Conditions, as well as for the interpretation and execution of the Agreement, the following terms, when capitalised, shall have the following meanings (unless expressly stated otherwise or if the context clearly requires otherwise):

General terms and conditions	These general terms and conditions of sale as available on the Website and as accepted by the Client prior to the formation of the Agreement.
Order	Any order for Products placed by the Client with Purestone.
Cookie Policy	The Cookie Policy of Purestone, as available on the Website.
Terms of Use	The Terms of Use of the Website, as available on the Website.
Client	The natural and/or legal person who purchases the Products for further processing.
Digital Sample	The digital sample prepared by Purestone of the Products desired by the Client, as further described in these General Terms and Conditions.
Physical Sample	The physical sample prepared by Purestone of the Products desired by the Client, as further described in these General Terms and Conditions.
Agreement	The agreement between the Parties, consisting of the Order Confirmation and these General Terms and Conditions.
Force Majeure	All circumstances that are unforeseeable or unavoidable at the time of the conclusion of the Agreement and which create the impossibility for a Party to perform the Agreement or would make the performance of the Agreement financially or otherwise more burdensome or difficult than reasonably foreseeable, such as for example but not limited to war, natural conditions and/or disasters, weather damage, fire, confiscation, illness, strike, staff shortage, depletion of stock, machinery breakdown, lockout, epidemic, high absenteeism, electrical failures, IT failures, internet or telecommunications failures, hacking, governmental decisions or interventions (including the refusal or cancellation of any permit or licence), fuel shortages, delays by and/or bankruptcy of contractors or other third parties whose services/goods a Party relies on/accounts for.
Party	The Client or Purestone
Parties	The Client and Purestone
Privacy Policy	Purestone's Privacy Policy, as available on the Website.
Products	The bracelets made from natural stones produced by Purestone for the Client.
Purestone	The private limited company “PURESTONE”, with registered office at Luxemburgstraat 20, 9140 Temse, with VAT number BE0738438729, with Website www.purestone.be and reachable by email at info@purestone.be
Website	https://Purestone.be/

 

2. Applicability

2.1. Every Contact Request, Quotation, Order and Agreement is subject to these General Terms and Conditions and, where applicable, the Special Terms and Conditions. In the event of contradictions between the General Terms and Conditions and the Special Terms and Conditions, the Special Terms and Conditions shall receive preference.

2.2. If and insofar as Purestone would have agreed in writing and prior to the conclusion of the Agreement to the general terms and conditions of the Client, these General Terms and Conditions shall continue to apply additionally.

2.3. Each Agreement is governed by (in hierarchically descending order):

- The Special Terms and Conditions;

- These General Terms and Conditions;

- Belgian law.

2.4. Purestone reserves the right to modify these General Conditions at any time. As the case may be, the amended General Conditions shall apply to all new Orders placed by the Client from the date the new General Conditions have been published on the Website. Under no circumstances may the Client claim that, because of previous orders, he may assert any right whatsoever regarding the applicability of previous versions of Purestone's General Terms and Conditions.

3. Formation of the Agreement

3.1. If the Client is interested in Purestone's Products, they must submit a contact request via the Website. Subsequently, Purestone will contact the Client for an exploratory discussion.

3.2. If, during this exploratory discussion, the Client expresses an interest in a Digital Sample, the Client must then provide Purestone with its logo and the desired colours via email. Purestone will then create a Digital Sample which it will send to the Client via email. The Digital Sample is and remains at all times the intellectual property of Purestone. The Client agrees that the use of its logo by Purestone is necessary for the creation of the Digital Sample and also agrees that notwithstanding the use of that logo, the Digital Sample remains at all times the intellectual property of Purestone. The Client may therefore not use, distribute or begin to use the Digital Sample for its own purposes in any way, except with Purestone's written, express and prior consent. If the Parties do not reach an Agreement, the Client must remove the Digital Sample and send written confirmation of this to Purestone.

3.3. If the Client is satisfied with the Digital Sample, the Client must provide its agreement to it in writing (via email) to Purestone. Purestone will then proceed to produce a Physical Sample. This Physical Sample will be sent by Purestone to the Client (Incoterm EXW 2020). The Physical Sample remains the exclusive property of Purestone at all times. If the Parties do not reach an Agreement, the Client must return the Physical Sample to Purestone at its own expense.

3.4. If the Client approves the Physical Sample, the Client must confirm this to Purestone in writing and provide the required quantities to Purestone via email. Purestone will then provide the Client with an Offer by email, together with these General Conditions and - where applicable - the Special Conditions. If the Client agrees to the Quotation, they must return the Quotation and the General Conditions signed to Purestone. Purestone will then confirm the acceptance of the signed Quotation to the Client in writing, at which point the Agreement between the Parties will come into effect. Purestone reserves the right to refuse signed Quotations at any time, for any reason. This may be the case, for example, if there is apparent insolvency of the Client, negative press coverage regarding the Client, etc.

4. Relationship between the Parties

4.1. Under no circumstances shall the Client be entitled to (legally) bind Purestone towards third parties or to enter into contracts or commitments in the name of and on behalf of Purestone, except with the express, written and prior consent of Purestone.

4.2. The Parties remain two independent entities. Under no circumstances may the transaction established between the Parties pursuant to the Agreement be construed as any partnership, joint venture or agency relationship.

5. Order

5.1. The Client is solely responsible for (i) the information that the Client provides to Purestone with its Order, expressly including but not limited to the ordered quantities, sizes, colours etc, as well as (ii) the information that the Client provides to Purestone in order to be able to invoice and deliver the relevant Products, such as for example but not limited to name, address, desired mode of delivery etc.

5.2. After the written confirmation of the acceptance of the Quotation by Purestone, changes to an Order are no longer possible.

6. Prices & Payment

6.1. The price shall be as stated on the approved Quotation. Prices are exclusive of VAT and any taxes, duties, excise duties and other government levies.

6.2. An advance payment of twenty-five percent (25%) of the price is due on each Order. The advance payment must be paid by the Client within seven (7) calendar days after the conclusion of the Agreement. As long as the advance payment has not been paid by the Client, Purestone shall not commence performance of the Agreement. If the advance payment has not been received by Purestone within ten (10) working days following the formation of the Agreement, interest will be applied to the advance payment, ipso jure and without prior notice of default, in accordance with the rates set out in the 2002 law on combating late payment in commercial transactions, without prejudice to any other right that Purestone may assert pursuant to the Agreement or the law, expressly including but not limited to the right to suspend the performance of its own obligations under this Agreement. If the advance payment remains unpaid 2 months after the due date, Purestone will be entitled to terminate the Agreement immediately, unilaterally, by written notice and without prior court intervention.

6.3. The balance of the Price must be paid within eight (8) calendar days of delivery of the Products, unless expressly agreed otherwise in the Special Terms. Purestone shall deliver an invoice to the Client for this purpose. If the Client fails to pay the invoice (in full) by the due date, interest at the rate of one per cent per month shall accrue ipso jure from the due date until full payment has been obtained, and liquidated damages of one hundred and fifty EURO (€150.00) shall also be charged as compensation for Purestone's administrative and collection costs. Any partial payments on account of the Client shall be accepted by Purestone but subject to all reservations and shall be allocated in respective order to: (i) accrued interest, (ii) the damage clause and (iii) the oldest outstanding principal amount. Furthermore, Purestone reserves the right to refuse a new Order from the Client if such Client has outstanding invoices with Purestone.

6.4. Prior to payment of the full price, the Products shall remain the exclusive property of Purestone. As the case may be, the Client is not allowed to wear, use, resell or in any way withdraw the Products from a possible revindication by Purestone. Consequently, the Client shall store the Products with the utmost care and return them to Purestone upon first request. If the Client must return the Products to Purestone in application of this article, the Client shall bear the costs of this return, without any possibility of recourse against Purestone in this respect.

6.5. A delivery charge may apply in addition to the price, as indicated on the Website at the time the Client placed their Order and as confirmed to the Client in the automatic confirmation of that Order. These delivery costs depend on the Order, the desired place of delivery as well as the preferred shipping method and BPost's rates. If the Client comes from outside Belgium and wishes to have his Order delivered there, delivery shall be made by the subcontractor chosen by B-Post, currently DHL.

7. Delivery

7.1. In principle, Purestone only delivers Products within the European Union. Delivery will always be made by BPost, the national postal service of Belgium and consequently a company over which Purestone has no control or control, or a subcontractor chosen by B-Post over which Purestone also has no control. The place of delivery shall always be the address indicated by the Client at the time of the Order. Accordingly, Purestone shall not be liable for delays in delivery.

7.2. Purestone will make all reasonable efforts to have the Products delivered within the delivery time indicated on the Website, but - also in light of the fact that BPost is a third party - cannot provide any guarantees in this respect. Consequently, Purestone shall in no way be liable for any damage suffered by the Client as a result of late delivery.

7.3. The risk in respect of the Products shall in principle pass at the time of their delivery. The right of ownership in respect of the Products shall in principle pass at the same time, unless the full price for the Order has not yet been received by Purestone and delivery has already been made.

7.4. The documents (including but not limited to the product information) will be provided to the Client by email, together with the Order Confirmation and will therefore not be physically delivered together with the Products. If the Client wishes to process and/or distribute the Products in countries other than Belgium, the Client will translate, at its own expense, the documentation provided by Purestone into the spoken language in the country/countries chosen by the Client.

8. Products

8.1. Given that Products are composed of all unique stones, the actual colour of the Products may differ from the colour the Client perceives on his/her computer screen when placing an Order, as well as from the colour of the Physical Sample. Also considering the fact that the display of colours is different on each screen, Purestone cannot guarantee that the Products delivered will fully match the desired colour. However, Purestone makes every commercially reasonable effort to ensure that the representation of the Products on the Website corresponds as closely as possible to reality.

8.2. Purestone reserves the right to change the information on the Products as available on the Website at any time (including the information on availability, prices and description). These changes will obviously only affect Orders placed after the aforementioned changes.

8.3. Purestone provides product details and documentation which will be delivered to the Client together with the Order Confirmation. If the Client wishes to process and resell the Products, he will be obliged to keep the same instructions, product details and documentation with the processed/resold Products.

9. Defects

9.1. The Client commits to collect the Products immediately upon delivery and to examine whether their quality and quantity correspond to the Order. Furthermore, the Client shall report any visible defects to Purestone in writing without delay and at the latest eight (8) days after delivery.

9.2. Purestone shall only be liable for a defect in conformity of the Products which (i) exists at the time of delivery of the Products and which has been reported in writing to Purestone at the latest within a period of two (2) weeks after its discovery (or the moment when the Client could not have remained unaware of the defect). Furthermore, Purestone shall in no case be liable for:

9.2.1. Any direct or indirect damage caused to the Products after delivery (e.g. oxidation, fall damage, natural wear and tear due to use of the Products,...);

9.2.2. Damage resulting from use for purposes other than those framed in these General Terms and Conditions or the Order Confirmation;

9.2.3. The replacement of accessories/accessories requiring regular replacement or repairs carried out by parties other than Purestone;

9.2.4. Defects due to fire, water damage, lightning, accidents;

9.2.5. Defects caused by deliberate, negligent or injudicious handling, poor maintenance or abnormal use, or use of the Products contrary to the regulations of the manufacturer of the Products, as delivered to the Client together with the Order Confirmation;

9.3. If the Client gives Purestone timely notice of a defect/defect, the Client must return the Products to Purestone via BPost, accompanied by a letter or e-mail in which the Client explains to Purestone the defect to the best of their ability, which letter or e-mail they accompany with all information useful and/or necessary for Purestone in this regard. If Purestone determines that:

9.3.1. the Product is indeed defective/defective,

9.3.2. that the defect/defect was not present at the time of delivery of the Products or if the Client fails to prove it,

9.3.3. that the defect is not the result of normal wear and tear and age of the materials used in the Products and

9.3.4. that the defect is not the result of vandalism, improper use or use in circumstances for which the Products are not intended;

Purestone shall (at her discretion) replace or repair the defective Product. Under no circumstances shall the Client be entitled to a refund in application of this article. Purestone shall decide at its discretion which remedy is most appropriate. Although Purestone may consult with the Client in this regard, Purestone retains the exclusive right of decision in this regard.

9.4. Purestone in no way guarantees that the Products meet the specific purpose the Client had in mind with them. The Products serve purely as raw material for fashion accessories. Unsuitability for the purpose intended by the Client can therefore in no case be accepted as grounds for terminating the Agreement.

9.5. In any case, Purestone's commitments under the Agreement are commitments of means, except if expressly agreed otherwise or if circumstances clearly require otherwise. Purestone does not, unless expressly agreed otherwise or required by law, in any case commit itself to achieving a specific result.

9.6. The Parties agree that any unilateral price reduction by the Client, as referred to in the Belgian Civil Code, is excluded.

10. Instructions for use & Liability

10.1. The Products are exclusively intended to be processed as a bracelet to be worn on the wrist and are for fashion purposes only. Consequently, the Products have not been manufactured and/or tested for any other use or purpose whatsoever. Furthermore, the Products contain small pieces and particles which may be a potential choking hazard and are therefore not suitable for children under seven (7) years of age. Therefore, Purestone shall in no event be liable for any damage resulting from the use of the Products contrary to the requirements set out in this article 10, as well as those set out in the product details and documentation sent with the Order Confirmation.

10.2. In light of the fact that the Products are natural stones, the Products must not come into contact with water and must not fall under any circumstances. Moreover, each stone in a Product may differ, without any differences in this sense giving rise to non-conformity of the Product.

10.3. The Client expressly acknowledges that Purestone has provided it with all information about the Products, no later than at the time of delivery of the Products. If, upon delivery, the Client finds that she does not have certain information, she shall notify Purestone by email without delay and no later than twenty-four hours (24) after delivery. Purestone will then provide the Product information once again.

10.4. Except in the case of intent, fraud or gross negligence, Purestone shall not be liable for any damage suffered by the Client as a result of inaccuracies, incompleteness and/or illegality in the content of the Website, as well as any other damage that the Client may suffer as a result of the defective performance of Purestone's obligations under the Agreement.

10.5. Damages which the Client believes are due to intent, fraud or gross negligence must be reported in writing to Purestone as soon as possible (and no later than three (3) days after the damage has manifested itself or after the Client could not reasonably remain unaware of the damage), with the addition of all relevant information reasonably useful and/or necessary for Purestone to take appropriate action. Damages reported late to Purestone by the Client shall in no case give rise to Purestone's liability unless the Client proves that the late reporting of the damage is the result of a Force Majeure situation.

10.6. If Purestone should bear liability to the Client, this liability shall be limited, to the maximum extent permitted by law, to twice the total purchase value of the Order that gave rise to the damage.

11. Complaints

If the Client has any complaints or comments regarding the manner in which Purestone has performed its obligations under this Agreement, the Client should contact Purestone by email at info@purestone.be. Purestone makes every effort to provide a timely and appropriate response to any complaint and strives to provide excellent service to the Client. Consequently, Purestone endeavours to respond to each complaint within three (3) working days, but makes no guarantees to this effect.

12. Personal Data & Privacy

12.1. In the context of the Agreement, Purestone will receive/process certain personal data from the Client. Purestone highly values the privacy of its Clients and processes such personal data in accordance with applicable privacy legislation such as, for example, (i) the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC and (ii) the Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data.

12.2. If the Client wishes to know the more about how Purestone processes his/her personal data, the Client may refer to Purestone's Privacy Policy, as available on the Website. Placing an Order, implies acceptance of the Privacy Policy. At any time after the expiry of the Agreement, you shall be free to exercise your privacy rights under applicable privacy laws and thus terminate any further processing of your personal data, in accordance with the relevant provisions of our Privacy Policy.

13. Intellectual Property

13.1. The Purestone trademark, as well as all other trademarks of the private limited company Purestone, whether figurative or not, and all other trademarks, illustrations, images and logos appearing on the products, accessories or packaging, whether registered or not, are and shall remain the exclusive property of Purestone. The Client in no way acquires any right or licence to these intellectual property rights.

13.2. It is strictly prohibited to reproduce referenced trademarks, images, graphics and logos, in full, in part or adapted, without the prior express written consent of Purestone, in any manner whatsoever. Violation of this prohibition may be prosecuted and, in any case, shall give rise to liquidated damages from the Client to Purestone in the amount of five thousand EURO (€5,000.00) per infringement, to be increased by fifty EURO (€50.00) per day that the infringement continues, without prejudice to Purestone's right to claim higher damages if it proves that the damage suffered exceeds the aforementioned lump sum.

14. Non-renunciation

14.1 Even a repeated non-application of one of the rights enjoyed by Purestone under this Agreement or by law may in no case be interpreted as a renunciation or waiver of rights on the part of Purestone. The Client shall not derive any right from any non-application, nor shall the non-application prevent Purestone from exercising the right(s) concerned at a later date.

14.2. Any renunciation of a right by Purestone must be made expressly and in writing. Even if a right was waived by Purestone in a specific situation, this waiver shall not create any rights vis-à-vis the Client in other (even similar) cases.

15. Divisibility

15.1. The Parties are convinced that the Agreement is binding and valid in all its aspects. Nevertheless, should one or more provisions of the Agreement be null and void or invalid, such nullity or invalidity shall not affect the validity of the remaining provisions of the Agreement. Provisions that would be affected by nullity or invalidity remain binding for the part thereof that is legally permissible.

15.2. The Parties undertake to replace immediately any provisions that would be void and/or invalid with valid provisions that come as close as possible to their common intention.

16. Final Provisions

Transferability

16.1 Under no circumstances shall the Client be permitted to assign all or part of his/her obligations under this Agreement to third parties without the express, written and prior consent to do so by Purestone.

Publicity

16.2. Under no circumstances shall the Client be entitled to make any publications concerning the Products, their presentation on the Website or concerning Purestone in general, irrespective of the manner in which (paper, internet, website or via any other medium such as for example but not limited to social media, vlogs, blogs, etc.) except if Purestone has given prior, written and express permission to do so.

Force majeure & Imprevision

16.3. Neither Party shall be liable for failures in performance of their obligations under the Agreement if such failures are the result of Force Majeure. Any Force Majeure situation shall be notified in writing by the invoking Party not later than forty-eight (48) hours after that Party became aware of the Force Majeure situation.

16.4. Situations of Force Majeure also entitle the non-invoking Party to suspend its obligations under this Agreement for as long as the period of Force Majeure continues, without owing any compensation to the invoking Party for this purpose.

16.5. If a Force Majeure situation continues for more than forty (40) days, the non-calling Party shall be entitled to terminate the Agreement, without owing any notice or compensation for this purpose.

16.6. In the event of a change of circumstances, as a result of (i) unforeseen exceptional circumstances which (ii) are not attributable to the invoking Party and for which (iii) the invoking Party has not assumed the risk which are of a nature to make the performance of the Contract (or any obligation thereunder) unreasonably onerous the Party wishing to rely on such change of circumstances shall notify the other Party in writing and shall do so no later than five (5) business days after discovery of the changed circumstances or the time when the invoking Party could no longer reasonably be ignorant of the changed circumstances. The Parties shall negotiate in good faith to amend the Agreement to what they would have agreed if they could have foreseen the changed circumstances. If such renegotiation has not resulted in an amended agreement signed by both Parties within fifteen (15) calendar days, the invoking Party may go to court. The Parties exclude any modification of this Agreement by the court due to change of circumstances as referred to in Article 5.74 of the Belgian Civil Code. In such case, the court will only have jurisdiction to terminate this Agreement.

Full agreement

16.7. The Agreement constitutes the entire understanding between the Parties with respect to its subject matter. As such, this Agreement supersedes all previous agreements, understandings (written and/or oral) and correspondence between the Parties relating to the subject matter of this Agreement.

Applicable law/competent court

16.8. The Agreement is exclusively subject to, and shall therefore be interpreted in accordance with, Belgian law, to the exclusion of the Vienna Sales Convention as well as any other rule of international private law that would make the law of another country applicable. In the event of a dispute between the Parties concerning the execution, validity or interpretation of the Contract, the courts of Antwerp shall have jurisdiction.