Terms and conditions
These general sales terms and conditions (“General Sales Terms and Conditions”) apply to all Purchase Orders (as defined hereinafter) made through
https://www.gojuce.com/pre-order, or in any other manner, between a client (the “Client”) and Juce Mobile NV, a public limited liability company (naamloze vennootschap), having its registered seat at Rijnkaai 37, 2000 Antwerp, registered with the Crossroads Bank of Enterprises under enterprise number 0694.678.663 (RLE Antwerp, division Antwerp) (“Juce Mobile”) relating to the purchase of (the) Juce Arena(s) (the “Product(s)”).
Juce Mobile and the Client are hereinafter referred to individually as a “Party” and jointly as the “Parties”.
- Exclusion of general sales terms and conditions
Juce Mobile’s General Sales Terms and Conditions shall apply to each Purchase Order issued by the Client, unless otherwise expressly agreed in writing by both Parties. The Client has previously been informed of these General Sales Terms and Conditions and has accepted them. The Client’s general sales terms and conditions are not applicable and are therefore expressly excluded.
- Purchase Order
A “Purchase Order” constitutes any order either (i) sent by the Client to Juce Mobile by means of the pre-order button located on https://www.gojuce.com/pre-order, or (ii) verbally agreed upon between the Parties after a request for contact has been sent to Juce Mobile through the aforementioned link. Unless agreed upon otherwise, Purchase Orders shall only be binding between the Parties, upon acceptance of such Purchase Order by Juce Mobile through the submission of an invoice (the “Invoice”) relating to such Purchase Order to the Client. Unless explicitly stated otherwise, any rates and discounts granted to the Client in an Invoice shall not necessarily apply for future Purchase Orders by the Client.
In the event of an annulment of the Purchase Order by the Client or a dissolution of the Purchase Order by Juce Mobile at the request of the Client, prior to the delivery of any Products to the Client, the Client shall pay to Juce Mobile a contractual penalty calculated as an amount equal to 50% of the net Invoice Amount (as defined hereinafter).
- Delivery times
All delivery times stated by Juce Mobile on an Invoice, are given without commitment and are purely indicative. They shall deem to begin on the day Juce Mobile receives full payment of the Invoice Amount (as defined hereinafter).
Juce Mobile shall never be held liable for failing to meet the delivery time or (direct or indirect) consequential costs, damages or losses, of any kind, with regard to itself, its suppliers or the consignor (this list is not exhaustive).
In the event that the suppliers of Juce Mobile shall fail to supply or delay in the supply of components of the Products to Juce Mobile, the delivery time for the relevant Products shall be extended by the duration of the interruption correspondingly and Juce Mobile shall not be held liable for any loss or damages which may be incurred by the Client as a result of such interruption or delay.
Delivery of the Products shall only take place upon full payment of the Invoice Amount by the Client to Juce Mobile as stated in the Invoice and within the due date as set forth in the Invoice. The delivery shall take effect on the date at which the Products are placed at the disposal of the Client (the “Delivery Date”) and shall therefore be regarded as being accepted. Juce Mobile shall never bear the risk involved in transport, even if the transport was carried out by a person appointed by Juce Mobile at the Client’s request.
All Invoices sent by Juce Mobile are payable within 30 calendar days following the date of the Invoice (the “Invoice Date”). Each Invoice payable by the Client shall stipulate the purchase price of the Products to be increased with VAT, import and export duties, other taxes and all other costs (e.g. transport costs and all other costs reasonably necessary to deliver the Products) (the “Invoice Amount”). All such taxes and costs shall be borne by the Client. The only valid payment method shall be by bank transfer to the account number indicated in the Invoice, citing the relevant details and within the due date as mentioned on the Invoice. If Invoices have been objected by the Client in accordance with section 6 hereof, the payment term will run from the date of receipt and approval of the corrected Invoice by the Client.
All Invoices not paid, in full or in part, on the due date, shall legally and without prior notice, result in a delay interest on the outstanding Invoice Amount at the statutory interest rate from the due date in accordance with the Law of August 2, 2002 on combating late payment in commercial transactions, as amended, with each month started counting for an entire month. Any late payment by the Client authorises Juce Mobile to charge an administration fee of 10% of the Invoice Amount, with a minimum of 125 Euros. This administration fee remains payable upon (late) payment of the principal Invoice Amount. The Client shall be bound to assume all costs deriving from enforcing payment through courts, including statement of fees issued by attorneys-at-law.
Any notification of a disputed Invoice must be received by Juce Mobile within 7 calendar days of the Invoice Date. Beyond that deadline, the Invoice will be deemed to have been irrevocably accepted by the Client.
Each undisputed Invoice Amount shall be deemed accepted and must be paid by the due date as specified in the Invoice.
If the Client’s contestation to an Invoice proves to be unjustified, the disputed Invoice Amount shall become immediately payable.
Juce Mobile warrants that the Products sold at the time of delivery will be free from defects in material and workmanship (the “Warranty”). The period of validity of the Warranty will commence upon the Delivery Date and shall expire, and all claims for defective Products shall expire, 6 months after such Delivery Date.
The Warranty will not apply if any of the following has occurred: failure to conduct incoming goods inspection with regards to the Products, improper handling, transportation, modification or repair; accident, abuse or improper use; improper assembly, installation, connection or maintenance (having regard to Juce Mobile’s most current assembly, installation, connection and maintenance manuals or instructions); force majeure; negligence, lack of supervision or of maintenance on the part of the Client; normal wear and tear, or use of cleansing agents and disinfectants that are excluded in Juce mobile’s most current use and maintenance manuals. The Warranty shall not apply in the event of a defect caused either by materials or accessories supplied by or services rendered by the Client; or by an intervention by a person or entity which is not authorised or qualified for carrying out such intervention. Except for the Warranty, Juce Mobile disclaims any and all representations and warranties of any kind, express or implied, including the implied warranties of merchantability and fitness for a particular purpose, all design warranties and all performance warranties and the above shall exclusively describe Juce Mobile’s obligations with regards to the quality of the Products sold. For any warranty claim to be valid: the Client must advise Juce Mobile in writing, without delay and during the period of validity of the Warranty, of the defect which it attributes to the Products and which it must prove; any warranty claim must be accompanied by documentation containing details of the warranty claim; the Client will supply such additional information and documentation as Juce Moble may reasonably request in the course of evaluating the claim; and the claim will be sent to firstname.lastname@example.org, to the attention of Julien Yee.
Juce Mobile will, at Juce Mobile’s expenses, as sole and exclusive remedy in relation to the Warranty, provide a replacement Product (or replacement of the defective parts of the Product), repair the Product, or issue a refund for the Invoice Amount previously paid by the Client to Juce Mobile with respect to that particular defective Product. The choice of remedy and place of remedy will be decided at Juce Mobile’s sole discretion and the remedy will, generally, be limited to the replacement of (the defective parts of) the Product. The cost of transport and of customs clearance of the Products or the defective parts are to be borne by the Client; in the event of repairs being undertaken at the site of the Client, the expenses for travelling, labour and for subsistence of Juce Mobile’s representatives are to be borne by the Client.
Juce Mobile shall in no event be liable for (a) damages or losses related to Clients’s professional activities (a.o. loss of time or production losses); (b) loss of profits or revenue, loss of use, and/or cost of capital; (c) claims of Client’s customers or other third parties for damages or penalties; and (d) any other indirect and/or consequential damage, loss or expense. Juce Mobile will not be liable for any damages caused due to improper use, assembly, installation, connection or maintenance of the Products. In this respect, the Client expressly acknowledges that (i) all use, assembly, installation, connection or maintenance must be done in accordance with Juce Mobile’s most current assembly, installation, connection and maintenance manuals and instructions, and (ii) the electrical installation on which the Products must be connected must be done in accordance with applicable local legislation on electrical installations. Notwithstanding anything to the contrary provided for by the applicable law or contained or implied in any agreement, Juce Mobile’s cumulative maximum liability, if any, whether under or in connection with a Purchase Order or the performance or non-performance thereof or anything incidental thereto or as a result of any breach or fundamental breach of Warranty, misrepresentation, indemnity, tort (including negligence), statute or the applicable law, shall not exceed the aggregate Invoice Amount of the underlying Purchase Order.
- Restrictions on use
The Client is responsible for using the Products as a diligent person in accordance with all instructions provided by Juce Mobile and all applicable laws and regulations. The Client may in no event (i) reverse engineer the Products, (ii) disassemble any portion of the Products, including without limitation, by removing any components from their respective housing, or otherwise attempt to derive the structure or logic underlying such Products, (iii) copy, modify or make any reproduction of the Products in whole or in part through mechanical or other means, or (iv) use, inspect or analyse the Products other than solely as necessary for the exercise of the Client’s rights under these General Sales Terms and Conditions.
- Intellectual Property Rights
Juce Mobile is the only legal owner of all intellectual property rights (of any kind whatsoever) relating to the Products and the Products documentation and no right under any patent, copyright, trademark, know-how, trade secret or any other proprietary right, title or interest is granted to the Client or is to be implied by these General Sales Terms and Conditions.
Any disputes arising from these General Sales Terms and Conditions shall be governed by Belgian Law. The Vienna Purchase Agreement (CISG) is not applicable to these General Sales Terms and Conditions, nor are any other international regulations which can be excluded.
Any dispute of any kind can only be brought in the exclusive jurisdiction of the courts of Antwerp (division Antwerp).
Juce Mobile shall maintain in full force and effect a policy of comprehensive general liability, in such a way that its liability is sufficiently covered and will allow the Client to inspect the policy/ies upon written request by the Client.
- Data Protection Regulation
If any provision of these General Sales Terms and Conditions is in any respect void, contrary to the law or would be unenforceable, this will not affect the validity or enforceability of the other provisions. Juce Mobile and the Client will replace the provisions that are void, contrary to law or unenforceable by provisions that reflect the initial content and intention of the Parties.
The Parties hereby agree that any communications exchanged by e-mail shall have the same legal value as written or signed correspondence.
- Unilateral modification of General Sales Terms and Conditions
Juce Mobile preserves the right to modify unilaterally and at any time these General Sales Terms and Conditions. Such modified General Sales Terms and Conditions will be communicated to the Client and will be applicable to any Purchase Order issued by Client after the Client had the opportunity to acknowledge the modified General Sales Terms and Conditions.