Terms and conditions
Last updated on 01/09/2024.
1. General principels
These general terms and conditions (hereinafter "Terms") apply to all offers, deliveries and services, invoices and all professional relations, sales contracts and contracting agreements made between the client (hereinafter"Client", "you", "your") and Almodi, a private limited liability company, incorporated and existing under the laws of Belgium, with its registered seat in Belgium, 1853 Strombeek-Bever, Boechoutlaan 107, registered with company number 0821.893.272 (RPR Brussels) (hereinafter"Almodi", "we", "us", "our").
If special provisions are stated in the offers, contracts of sale or contracts of hire, those special provisions shall take precedence over these Terms. These Terms, general or special, completely exclude the Client's general terms and conditions of purchase and sale.
Deviations from these general terms and conditions will only apply with the written approval of Almodi.
Almodi reserves the right to amend, modify or replace these Terms at any time. Where appropriate, Almodi shall communicate such changes to the Client at least three (3) months before they take effect, and the Client, should it not want to accept the amendments, modifications or replacements, has the right to terminate the Agreement in accordance with the provisions of clause 8 of these Terms.
2. Services
Almodis hall organise and perform the services (hereinafter the “Services”) independently.
In the performance of the Services, Almodi shall not guarantee any specific result or outcome. In this respect, the Services are performed on a best efforts basis.
3. Employment of personnel
Almodi shall hire skilled staff to fulfil its obligations under the Agreement.
The agreement between Almodi and the Client is not an employment agreement, and cannot become one, and none of the parties can derive any rights or be imposed any obligations under the legislation regarding employment agreements, social security or on the basis of tax laws and regulations that apply to an employment agreement.
The employees, directors, appointees or other officers of Almodi (hereinafter the"Auxiliary Persons"), shall at no time be considered to be an employee, appointee or agent of the client. The client shall not be entitled to exercise over the Auxiliary Persons any part of authority or control normally vested in an employer.
The Services will be carried out in accordance with the generally applicable rules and regulations of the Act of 4 August 1996 on the welfare of workers in the performance of their work.
The Client undertakes, during the performance of the agreement and for a period of two (2) years after the end thereof not to – directly or indirectly through affiliated entities or persons – (i) hire or otherwise use the Auxiliary Persons or independent service providers with whom Almodi cooperates as self-employed persons or in any other capacity, or (ii) induce or attempt to induce an Auxiliary Person of or independent service provider with whom Almodi cooperates to leave Almodi, or interfere in any way with Almodi's relations with its Auxiliary Persons or independent service providers. In case of breach of the provisions of this non-poaching obligation by the Client, the Client shall be liable to pay damages to Almodi, fixed at a lump sum of EUR 50,000 per breach, without prejudice to Almodi's right to claim additional damages if it can prove that the damages exceed the aforementioned damages. The Client acknowledges that the provisions of this non-poaching obligation are reasonable and necessary to protect the legitimate interests of Almodi.
4. Obligations of the Client
In general, the Client undertakes to communicate all useful and/or necessary information about its products and processes, or in relation to the performance of the Services so that Almodi is in a position to complete the Services successfully.
In particular, the Client ensures that Almodi will receive a copy of every invoice request which “Inno” sends to him. The Client further undertakes to take all necessary steps towards “Inno” in order to acknowledge Almodi as a representative of the Client.
The Client shall refrain from any conduct that may hinder or prevent the performance of the Services on Almodi's part.
5. Prices and invoices
All prices are in EUR and are exclusive of VAT or any other tax imposed by the authorities and, even after signing the contract, are subject to change due to price increases independent of Almodi's will (price increases of materials, labour costs, etc.).
Invoices must be paid by the Client within 10 days of the invoice date.
If the Client fails to pay the invoice in full by the deadline set out in these general terms and conditions, interest for late payment will be due on the outstanding invoice amount ipso jure and without notice of default at the rate of 12% per annum from the due date of the invoice, as well as liquidated damages at the rate of 15% on the outstanding invoice amount, with a minimum of EUR 1.000. This provision applies subject to all additional costs incurred by Almodi to collect the invoice.
Protests against the invoice must be made by registered letter within 8 days of the invoice date.
Until such time as the Client defaults on his obligations, Almodi will be entitled to suspend the performance of its obligations.
6. Liability
Almodi only undertakes to perform an obligation of means and does not guarantee a specific outcome or result. Almodi will endeavour to achieve the stated objective by all means. Almodi cannot therefore be held liable if a certain outcome or result is not achieved.
Almodi can under no circumstances be held liable for any damage caused by a Client's failure to fulfil its duty to inform Almodi under these Terms.
Under no circumstances can Almodi be held liable for any indirect damage of any kind.
Although Almodi manages the Client's store stock, Almodi has no property rights or claims to the products and acts solely an independent service provider.
Almodi is not liable for any and all loss, damage or theft of the products.
All end-customer complaints about the products will be forwarded by e-mail directly to the Client for resolution.
The Client accepts that the employees, directors, appointees or other officers of Almodi (hereinafter the "Auxiliary Persons") used in the performance of the Services shall not incur any liability to the Client in the performance of their work on behalf and for the account of Almodi. The Client irrevocably waives any claims that it might (think it might) have from time to time against any of the Auxiliary Persons in connection with the performance of the agreement.
7. Costs
All costs and expenses of the Client related to (i) the agreement between the Client and “Inno”, and (ii) its activities, including but not limited to all legal obligations, tax obligations, accounting obligations and commercial law obligations, to which the Client is subject in compliance with his activity as a seller, fall exclusively at her own expense.
All costs for events, advertising and promotional materials will be exclusively borne by the Client.
8. Termination
Each party may terminate the agreement in whole (for all store locations) or in part (for one or more store locations) subject to six (6) months' notice for each store location. The notice period starts on the first day of the month following the month in which notice was given.
In case of an urgent reason or serious default of the other party, each party is entitled to terminate the agreement without observing any notice period or compensation.The following facts are considered serious defaults (non-exhaustive): bankruptcy, court composition, summons in bankruptcy, liquidation (voluntary or judicial), any criminal conviction, violation of any provision of the agreement.
In case of termination for an urgent reason or serious default on the part of the Client, the Client must compensate Almodi for severance payments to employees laid off. If the termination is partial, compensation is only for employees affected by specific store closures.
In case the agreement between “Inno” and the Client has been terminated (in whole or in part) or will be terminated (in whole or in part), the Client is obliged to send a notice to Almodi informing Almodi of the termination or foreseen termination of the agreement between the client and “Inno”. In addition, the Client must compensate Almodi for severance payments to dismissed employees. In the event of partial termination, compensation shall only apply to employees affected by specific shop closures.
9. Force Majeure
Almodi cannot be held to its obligations under the agreement if it is prevented from doing so by Force Majeure.
“Force Majeure” refers to the event or circumstance beyond Almodi's control, which has occurred without fault or negligence on the part of Almodi and which Almodi could not reasonably have prevented, as a result of which Almodi is temporarily or permanently prevented from performing the agreement or any part thereof. Force Majeure includes, but is not limited to: riots, (civil) war, invasion, hostilities, fire, earthquakes, floods, other physical natural disasters (excluding adverse weather conditions), (acts of) terrorism, pandemics, epidemics, governmental measures, general strikes or industrial disputes affecting an essential part of the Services.
When a Force Majeure event occurs, Almodi shall immediately notify the Client in writing. Upon termination of the Force Majeure, Almodi shall also immediately notify the Client in writing. Performance of the agreement shall resume immediately after such notification.
10. Confidentiality
Any information communicated by one party to the other, the confidential nature of which is known or may be assumed by the other party, must be treated as confidential. Such information may only be used in the context of the agreement for which it was provided.
Almodi undertakes and warrants, to the extent necessary, that it and its employees or independent contractors will take all reasonable measures to ensure strict confidentiality of its Client's data.
11. Public references
Almodi is entitled to publicly refer to the Client and the selection and nature of Almodi's services offered to the Client.
12. Nullity
Whenever possible, the provisions of these Terms shall be interpreted so as to be valid and enforceable under the applicable law.
However, if one or more provisions of these Terms is found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provision and of these Terms shall not be affected and shall continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed.
Should any of the provisions of these Terms exceed legal limitations, such provision shall not be null and void but the parties shall be deemed to have agreed on a provision in accordance with the maximums permitted by applicable law and the provision exceeding such limitations shall be amended accordingly and automatically.
13. No waiver
Any failure or delay by Almodi in exercising any right under the agreement, the exercise or partial exercise of any right under the agreement, or any reaction or absence of reaction in the event of breach by the Client, shall not operate or be construed as a waiver (either express or implied, in whole or in part) of its rights under the agreement or under the said provision(s) or preclude the further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver by Almodi following a specific failure by the Client this waiver cannot be invoked by the Client in favour of either a new failure, similar to the prior one, or a failure of another nature.
14. Applicable law and dispute resolution
All issues, questions and disputes concerning these Terms or the Services shall be governed by Belgian law, as well as the supranational law applicable in Belgium, in so far the supranational law has been accepted and enforced in Belgium.
Any and all disputes shall be submitted to the exclusive jurisdiction of the Belgian courts in Brussels.