General Terms and Conditions

Article 1 Scope

1.1 Nature at work® is a registered trademark and also a service company of Aquarella NV. It is active and specialized in interior planting and sells and leases plant decorations. Plant decorations include a combination of plant and pot and all other types of landscaping such as artificial plants, moss aplications, green walls. This enumeration is non exhaustive.

1.2 These general terms and conditions apply to all activities of Nature at work®, including but not limited to quotations and agreements between our customers, hereinafter referred to as “Client” and Nature at work® represented by Aquarella NV, hereinafter referred to as "Aquarella NV", for insofar as the parties have not expressly deviated from these general terms and conditions

1.3 Any purchase or other conditions of the Client are expressly rejected.

1.4 If one or more provisions of these terms and conditions are declared invalid, void or voided, the other provisions will remain in effect. Void clauses must be interpreted in such a way that the business purpose of these clauses as intended by Aquarella NV can be lawfully achieved.

1.5 he fact that Aquarella NV does not demand compliance with one or more provisions of the agreement at any time, including the provisions in these general terms and conditions, does not affect our rights to demand compliance by the Client at a later date.

Article 2 Quotations, conclusion and amendment of agreement

2.1 The quotations made by Aquarella NV are valid for 14 days, unless otherwise indicated. Aquarella NV is only bound by the quotations if the acceptance thereof is confirmed by the Client in writing within 14 days.

2.2 Any additional agreements or changes made at a later date, as well as (oral) agreements and/or promises by our staff, are only binding on us if they have been confirmed by us in writing and signed by an authorized person.

Article 3 Prices and payment

3.1 Prices and VAT. All prices quoted by Aquarella NV are exclusive of VAT.

3.2 Additional goods, works and services. The prices only apply to the goods, services and works specifically mentioned in the agreement. All additional goods delivered, works performed and/or services rendered by Aquarella NV will be charged separately at prices that apply on the day of delivery or service.

3.3 Price changes.  Prices are annually indexable in January. The indexation is based on the hourly wage of horticulture JC 145.01 cat 4, based on the following formula:

New price = current price x (1 + 0.8 x  wage of base month of new year)

wage of base month of the past year

3.4 Payment term. All invoices shall be paid by the Client in accordance with the agreed payment terms and conditions stated on the invoice. In the absence of such conditions, the Client must pay within 30 days of invoice date.

3.5 Non-payment of invoice. In the absence of payment on the due date, default interest is due without notice of default equal to the legal interest rate plus 2%. In addition, Aquaralla NV is entitled to claim a fixed compensation of 10% of the outstanding amount, with a minimum of € 250, without prejudice to the right of Aquarella to claim higher compensation if its actual damage is higher, and all other invoices that have not yet expired become due and payable without notice of default. In addition, Aquarella NV is authorized to suspend all deliveries and dissolve all agreements with the Client, without prejudice to the right to claim compensation.

Article 4 Complaints

4.1 Objection. If the Client objects to an invoice from Aquarella NV, it must notify this in writing within 8 days of the date on which the invoice was sent. After the expiry of this term, the Client is deemed to have accepted the invoice. An objection to the invoice does not suspend the payment obligation of the Client.

4.2 Visible defects upon receipt. It is the Client's responsibility upon receipt of the goods, services and works to immediately examine them for visible defects and for quantity. Visible defects must be notified in writing to Aquarella NV by the Client within 8 days of receipt.

4.3 Warranties. Unless formal written confirmation from Aquarella NV, it is impossible to issue warranties for plants for both interior and exterior purposes. Plants depend too much on environmental factors over which Aquarella NV has no control. Specific warranties can be included in the specific terms and conditions stated on the quotation. In the event that specific warranties have been granted, the Client must report all complaints in writing to Aquarella NV within a period of 2 months after discovery, under penalty of forfeiture.

4.4 Burden of proof. The burden of proof rests on the Client to demonstrate that the delivered goods do not comply with the agreement. If Aquarella NV considers the complaint to be justified, it will repair or replace the delivered goods.

Article 5 Dissolution and termination

5.1 Dissolution by Aquarella NV. Aquarella NV may, without being obliged to pay any compensation, with immdiate effect without summons by giving written notice, wholly or partially dissolve its agreement with the Client if:

      a. the Client applies for judicial reorganization or bankruptcy or is declared bankrupt or offers an arrangement outside bankruptcy, or any part of its assets is seized;

      b. the Client is placed under administration or under guardianship;

      c. the Client ceases its activities, ceases to pursue its statutory purpose, decides to go into liquidation, otherwise loses its legal personality;

      d. the Client fails to comply with one or more obligations arising from the relevant agreement, or fails to do so in a timely manner or properly.

5.2 Consequences of dissolution. Claims become immediately due and payable upon dissolution. The provisions of the previous paragraph are without prejudice to the other rights of Aquarella NV in the event of a failure of the Client to comply, such as those to claim compensation and/or to comply with the agreement.

5.3 Termination by the parties. If the agreement has been entered into for an indefinite period, it can be terminated in writing by either party, subject to a notice period of at least 3 months. In that case, none of the parties will be obliged to pay compensation.

Article 6. Force majeure

6.1 If the execution of the agreement is prevented or becomes extremely difficult due to force majeure, Aquarella NV has the right to claim adaptation of the agreement to the circumstances, or termination in whole or in part, or temporarily suspension of the execution of the agreement, without being obliged to pay any compensation..

6.2 Definition of force majeure. Force majeure shall mean an unforeseeable circumstance that prevents the fulfillment of the agreement and cannot be attributed to Aquarella NV, and that entails a (temporary) impossibility of executing the agreement or part thereof within the limits of economic profitability or that makes the execution of the agreement unreasonably difficult and creates an apparent imbalance in the contractual relationship between Aquarella NV and the Client.

6.3 Partial performance. If Aquarella NV has already partially fulfilled its obligations before the force majeure event commences, or will only be able to partially fulfill its obligations due to the force majeure event, it is entitled to invoice the already delivered or deliverable part separately. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 7 Liability

7.1 Limitation of liability. Aquarella NV is not liable for indirect damages. Aquarella NV is only liable for direct damages resulting from an attributable shortcoming in its obligations under the agreement or from an unlawful act, up to the amount equal to the amounts invoiced or to be invoiced to the Client under the agreement, excluding VAT, up to a maximum of €50,000.

7.2 Notice. The liability of Aquarella NV only arises if the Client has given Aquarella NV written notice of default, and Aquarelle NV does not rectify the attributable shortcoming within a period of 30 days.

7.3 Exceptions. The limitations included in this article do not apply if the damage is the result of intent or gross negligence on the part of Aquarella NV.

7.4 Limitation period. Any liability of Aquarella NV expires after one year, counting from the moment the damage occurred, taking into account that any liability of Aquarella NV lapses in any case after one year, counting from the end of the agreement with wich the damage is most closely related.

Article 8 Confidentiality

8.1 The parties acknowledge the confidential nature of the information they receive from each other in the context of the agreement. They undertake to keep all confidential information secret and to use it only for the purpose for which it was provided.

Article 9 Disputes and applicable law

9.1 Dispute resolution. If disputes arise between the Client and Aquarella NV that cannot be settled amicably, they will be submitted to the competent court in Ghent.

9.2 Applicable law. All agreements between the Client and Aquarella NV are governed by Belgian law. Any disputes between the parties will be settled according to Belgian law and jurisprudence.