General

OneBonsai.com (ONEBONSAI) is a subsidiary of NorthStone SPRL (NORTHSTONE), Avenue Emile de Beco, 100, 1050 Ixelles, with VAT BE05 0246 5839. All included conditions are legally binding for each agreement in which ONEBONSAI takes part. All conditions not covered in this document only apply to agreements in which ONEBONSAI is a party and to the extent that ONEBONSAI has agreed to them, explicitly and in writing.

Establishing agreements

All quotes from ONEBONSAI are only valid for a period of 8 days. After expiry of this period, a mere acceptance of the offer may not lead to an agreement, unless explicitly stated by ONEBONSAI.

Cancellation or termination of the contract by the customer is only possible with the express agreement of ONEBONSAI. Application of art. 1794 B.W. thus is excluded. A termination notice or cancellation entitles ONEBONSAI to a compensation equal to 25% of the agreed price. Also, ONEBONSAI shall not be prevented to prove greater damages or costs if it deems this necessary.

The rights and obligations provided by the ONEBONSAI agreements are not transferable to third parties by the customer without the express prior written consent of ONEBONSAI.

Prices and delivery terms

All prices mentioned in documents of ONEBONSAI exclude VAT, unless explicitly stated otherwise. Also, unless expressly stated otherwise and if applicable, prices are valid for goods ex factory / warehouse and exclusive placement, packaging, transportation, storage, insurance, taxes, … Moreover these prices concern – unless explicitly stated – variable rates and are by no means static or fixed.

Unless otherwise stated, all deadlines are merely indicative and do not imply a commitment on the part of ONEBONSAI. Exceeding the delivery time limit will not entitle the client to receive compensation. In case of annual holidays, delay in payment of invoices, bad weather, or conditions that occur outside the control of ONEBONSAI, any legally binding delivery deadlines are always extended by a corresponding period. This applies equally if such circumstances constitutes force majeure or not (such as the default of subcontractors or suppliers). Moreover, the liability of ONEBONSAI for any exceeding of binding terms is limited to 5% of the agreed price.

Invoicing and payment terms

ONEBONSAI is always allowed to bill delivered works in accordance to the works progress. Unless otherwise agreed, the invoices of ONEBONSAI payable in cash or wired transfer on the account number BE29 0688 9653 5964. In case of failure to pay before the stated due date, all other invoices automatically become, without requirement of prior notice, immediately payable. Additionally, an indemnity of 10% and an interest of 1% per month until full payment will be added to the original invoiced price, without requirement of prior notice.

Furthermore, a late payment grants ONEBONSAI the right to immediately, without any prior notice, postpone all its commitments regarding the client until full payment of the total outstanding balance, even if those commitments arise from another agreement.

Intellectual Property and Ownership

All delivered goods and services remain sole property of ONEBONSAI until full payment has been received. The goods and services are delivered AS-IS, the client bears all risk as from the delivery. All intellectual property rights linked to the by ONEBONSAI executed tasks, including copyrights, trade secrets, patent rights, trademark rights, design rights or any other intellectual property, are the sole property of ONEBONSAI and remain its property until the end of the agreement. The client obtains a non-transferable and non-exclusive license for the use of the delivered goods or services and limited to the execution of the agreement.

In case of violation of this provision, the customer is legally and without the need any notice requirement required to pay damages equal to 10% of the agreed price, not limiting ONEBONSAI to prove greater damages or costs.

Complaints

The client always has to immediately and thoroughly inspect the delivered goods.

Acceptance of the delivery without reservation implies acceptance of the delivered goods or service and covers any defect that would be visible or should be found in a thorough inspection by the client. After accepting the delivered goods such defects cannot give rise to any liability of ONEBONSAI.

The liability of ONEBONSAI for hidden defects (defects that can only be established for the first time after acceptance of the goods) is limited to a period of three months from delivery and only if the defects were not acknowledged and accepted beforehand. The defects are deemed accepted if the customer did not send a written notice to ONEBONSAI within 48 hours after discovery or if the customer has continued to use the goods after discovery.

Damages

Any liability ONEBONSAI is limited to the direct and foreseeable damage to the delivered goods themselves, excluding any damage on use or exploitation and any kind of material or immaterial, direct or indirect damages, and shall not exceed the amounts invoiced by ONEBONSAI or part of the delivery to which the liability relates.

Express termination clause

In case of late payment of an invoice, apparent insolvency of the customer or justified doubts as to the possibility of the customer to meet its commitments, request by the customer under the Act on the Continuity of Enterprises or bankruptcy of the customer, ONEBONSAI has the right to, without need for prior notice, suspend the delivery of services or goods until the customer has fulfilled its own obligations (irrespective if they are due already), or until the customer has provided sufficient safeguards to ensure that its commitments will comply to the existing agreement(s) or until the customer has provided written notice to dissolve the agreement, in which case ONEBONSAI is entitled to an indemnity equal to 25% of the agreed price, without not limiting ONEBONSAI to prove greater damage or costs.

Governing Law and Jurisdiction

This agreement is, like all legal relationships involving ONEBONSAI, exclusively governed by Belgian law. The Vienna Sales Convention is not applicable. In case of dispute, only the courts of the district of Brussels have jurisdiction.