HRD ANTWERP nv – DIAMOND LAB | GENERAL TERMS & CONDITIONS (OF SALE)
(September 2021 version)
1. HRD Antwerp nv.
The service provider is HRD Antwerp nv, with registered office at Hoveniersstraat 22, BE-2018 Antwerp, Belgium and registration number 0885.938.315 (hereafter ‘HRD Antwerp’), more specifically the department ‘Diamond Lab’ . The Diamond Lab offers the services described in art. 2 (hereafter the ‘Service(s)’).
Goods : Unmounted polished diamonds and/or jewels
Client : Registered client, who has completed the KYC-procedure (Know Your Customer), providing all necessary information with regard to anti money laundering legislation, amongst others but not limited to its legal or statutory representation and any other person, appointed to deposit or collect Goods at HRD Antwerp. The Client is obliged to notify immediately HRD Antwerp in writing of any changes to its registration information.
Services : the Goods are analysed in accordance with the HRD Antwerp grading rules as amended from time to time, and as explained on the webpage https://www.hrdantwerp.com/en/4cs. The analysis results into one of the following reports : (i) Diamond Grading Reports as mentioned on the webpage https://www.hrdantwerp.com/en/grading/diamond-grading-reports ; (ii) Jewellery reports, as mentioned on the webpage https://www.hrdantwerp.com/en/grading/jewellery-reports ; (iii) Screening & Detection service as mentioned on the webpage https://www.hrdantwerp.com/en/grading/screening-and-detection-system.
Goods can only be transferred to HRD Antwerp by Clients represented by their legal or statutory representative or any person appointed in the KYC-documents, at the sole responsibility of the Client. HRD Antwerp has a discretionary right to refuse or decline Goods and/or the provision of Services.
Parties: HRD Antwerp and the Client.
Party: HRD Antwerp or the Client.
T&C: these terms and conditions.
Agreement: the agreement between the Parties, for which these T&C apply, for the provision of the Services.
Notwithstanding any other written agreement, these T&C are applicable to each Agreement between the Parties and to all Services, whatsoever or howsoever, superseding any potential earlier terms and conditions. The Client acknowledges to have read and approved these T&C. HRD Antwerp reserves the right to change the T&C at any given time. In case of conflict between these T&C and any other written agreement, the later will prevail. The Client accepts the T&C without any prejudice, and with the exclusion of the Client’s own terms and conditions, even when communicated at a later date.
4. Conditions precedent.
4.1 In order to be accepted for the Services, the Goods must comply with the following conditions: (i) diamonds must be boiled and (ii) jewels need to be cleaned. When these conditions are not met, HRD Antwerp has the right to (i) refuse to provide the Services, (ii) refuse to hand over a certificate or report to the Client, notwithstanding the Client’s obligation to pay for Services already performed as per the price list.
4.2 Once the Goods are transferred to HRD Antwerp, a notice of receipt is handed over to the Client containing a detailed description of the Goods which is, unless protest at the moment or receipt of the notice, undisputable.
4.3 When the Goods are transferred to HRD Antwerp by a courier or transport company, HRD Antwerp will sign for receipt of the package, without giving any guarantee whatsoever on the content of the package. The Client acknowledges that it is not possible for HRD Antwerp to verify the content of a package sent by a courier or transport company.
4.4 HRD Antwerp has the right to accept or refuse other certificates, reports or hallmarks provided by the Client, without any obligation to verify its contents.
4.5 Unless explicitly requested in a written manner by the Client, (p.e. removing laser inscription), the analysis by HRD Antwerp is limited to non-destructive methods.
The applicable prices for the Services are those indicated in the latest Diamond Report ANTWERP Standard Price List, excluding VAT. All prices can be altered at any time. The latest applicable price list can be consulted on the website: www.hrdantwerp.com or at the Diamond Labs counter. Only upon approval by HRD Antwerp and after a signed agreement, the Diamond Report ANTWERP Corporate Price List can be applied.
6. Performance of the Services.
6.1 Place of performance of the Services. HRD Antwerp has the choice to perform the Services at the registered address of HRD Antwerp or in a Diamond Lab of an affiliated company, without any obligation whatsoever to notify the Client thereof. All Diamond Labs of the HRD Antwerp group can be consulted on the website: www.hrdantwerp.com.
6.2 Best efforts. The time for the performance of the Services, as indicated by HRD Antwerp to the Client is at all times approximate and indicative and Services are rendered on a best efforts-basis without any obligation of result.
6.3 Late Performance. In case of flagrant late performance of the Services, the Client has the right to terminate the Agreement by written notification if HRD Antwerp has not performed the Services within a period of two (2) months after receipt of a written notice of default by the Client. The Client agrees that it shall not be entitled to any indemnification in case of late or non-performance of the Services.
7. Payment conditions. Invoicing and payment.
The invoices of HRD Antwerp are to be paid on delivery of the invoice (Cash on Delivery – COD), unless Parties have agreed otherwise in writing.
In the latter case, the following conditions apply:
(a) Late payment. Late payment of (part of) the invoice, makes all the outstanding amounts due immediately. HRD Antwerp has the right to suspend performance of the Services and/or exercise a lien on all Goods of the Client in its possession until payment of all outstanding amounts even when the Goods are incorporated or altered in any way.
(b) Interests and fixed damages. In addition to the above remedies, the following amounts are due automatically and without prior notice of default: (i) contractual interest of 12% per year, and (ii) fixed damage of 15% on the outstanding amount (with a minimum of 50 euro), notwithstanding HRD Antwerp’s right to claim higher damages when such is evidenced and notwithstanding HRD Antwerp to claim any legal and collection costs as a result of the late payment.
(c) Setting-off. The Client does not have the right to set-off invoices against any claim that the Client may have against HRD Antwerp.
8.1 The Client confirms and accepts that the performance of the Services by HRD Antwerp is subject to HRD Antwerp’s quality procedures and in any case at best effort without any obligation of result.
The Client acknowledges that the performance of the Services always contains a certain level of subjectivity, given the nature of the Services. Therefore a difference of one grade can never be considered as a proven eviated or incorrect grading result.
8.2 In no event can HRD Antwerp for the performance of the Services be held liable for:
(a) indirect damage (including consequential damage or loss of profit) resulting from the grading results/report;
(b) direct or indirect damage (including consequential damage or loss of profit) after proven deviated or incorrect grading results/report following from (i) new techniques or technologies that were not yet available during the time Services were provided or (ii) repeated analysis on the same Goods;
(c) theft of, loss or damage to the Goods, unless the Client can evidence that such theft, loss or damage is caused by a fault or gross negligence of HRD Antwerp or its representatives;
(d) in case of online Services for network interruptions, time differences and closing times, loss of data, loss of income, loss of password or any type of damage caused by access through unqualified persons.
8.3 With the exception of damage caused by intentional fault or gross negligence, the liability of HRD Antwerp will always be limited to 10 times the paid price of the Services relating to the Goods or 50.000 euro, whichever of the two is the lowest figure depending on the case.
9. Intellectual property.
The intellectual property rights on the certificate or grading report such as the name, trademark, logo, or any other intellectual property of HRD Antwerp or one of its affiliated companies remains at all times the intellectual property of HRD Antwerp or its affiliated companies. Through the performance of the Services, no intellectual property is transferred to the Client. The Client therefore does not possess the right to copy or to reproduce the certificate or grading report in any way and as such the Client cannot, in whole or in part, use the certificate or grading report in any (commercial or promotional) way that would infringe the rights of HRD Antwerp, without the prior written approval of HRD Antwerp.
HRD Antwerp bears no responsibility nor liability for the transport of Goods from and to HRD Antwerp, thus before the moment the Goods are accepted by the notice of receipt by HRD Antwerp at its address, and after the Goods have left this address. The Client is responsible for and bears the risks and costs of the transport. The Client will therefore arrange adequate insurance against theft, robbery, damage or loss of the Goods (caused) during transport. All obligations, taxes, VAT and/or charges, of whatever nature, relating to the Goods and/or the transport from and to HRD Antwerp, including any new taxes, VAT and charges installed after the start of the Agreement, are solely the responsibility of the Client.
If and when (i) HRD Antwerp has, at any given time, doubts relating the solvency of the Client caused by acts of judicial enforcement against the Client, and (ii) in case of non- or late payment of one or more invoices and/or (iii) any other relevant situation that causes doubt regarding the solvency of the Client, HRD Antwerp retains the right to deny/suspend Services, or to request (further) sureties, even when the Services are already performed in whole or in part. Should the Client refuse to provide such sureties, HRD Antwerp has the right to terminate the Agreement with the Client with immediate effect and without any right of the Client to claim damages. Any Services already performed at the moment of termination need to be paid by the Client as per the price list.
12. Force Majeure and hardship.
12.1 In case performance of Services is hindered by any situation of force majeure (“Force Majeure’) such performance shall be suspended. Force Majeure includes all situations wherein the performance of the Services by HRD Antwerp is, in whole or in part, temporary or not, hindered by circumstances outside of the control of HRD Antwerp, even when such situation was foreseeable at the start of the Agreement and includes, without being limited thereto, the following situations: lack of stock, delay in or cancellation of deliveries by suppliers of HRD Antwerp, ceasing of the certificates or reports or Goods due to accidents, machine failure, strike or lock-out, revolt, war, epidemics, flooding, high level of absenteeism due to illness, interruptions of information, (tele)communication, internet, decisions or interventions by any government (including the refusal or cancellation of a license or permit), fuel deficiencies and mistakes or delays due to third parties. HRD Antwerp is not obligated to evidence the unforeseeable or uncontrollable nature of the circumstance of the situation of Force Majeure. The Parties will, in such case, take all reasonable steps to limit the consequences of the situation of Force Majeure. In case the situation of Force Majeure exceeds a period of three months, the Client has the right to terminate the Agreement with immediate effect, without the obligation to reimburse HRD Antwerp.
12.2 In case of fundamental changes of the circumstances and/or conditions, not due to any Party and which gravely influences the performance of the contractual obligations of any Party, both Parties agree to renegotiate the terms of the Agreement in order to find an amicable settlement and continuation of the Agreement. Parties will strive to find a comparable balance between the Parties as was in existence at the start of the Agreement. In case the Parties cannot reach a consensus on whether or not the performance is gravely influenced as mentioned above, the Parties will appoint a joint expert who will (whether or not accompanied by a third party), verify if such conditions or changes occurred. When no amicable settlement can be reached within one month after one Party has requested such settlement by registered written notice, the other Party has the right to initiate legal proceedings.
HRD Antwerp does not provide any guarantee relating to the results of any Services on the Goods and no certificate, report or other type of document or communication can be construed as being a form of guarantee, valuation or estimate. HRD Antwerp furthermore cannot guarantee the possibility to ascertain whether or not mounted diamonds are (permanently) treated, nor to ascertain whether or not the mounted diamond is natural.
14. Limitation period.
Any complaint regarding the Services or any damage to the Goods must be notified in writing to HRD Antwerp within 8 calendar days after such damage was known, or should reasonably have been known, to the Client. Each claim regarding damage to the Goods towards HRD Antwerp is subject to a limitation period of 1 year after the occurrence of the facts leading to the damage claim when known, or should have been known, to the Client.
15. Collection of the Goods.
When the Goods have not been collected within two years after the agreed time for the performance of the Services, HRD Antwerp will become the legal owner of the Goods and consequently has the right (but not obligation) to sell the Goods and use the received price for the payment of all outstanding invoices, notwithstanding the Client’s obligation to pay for the Services.
When any of the articles, in whole or in part, of these T&C are unenforceable or otherwise in conflict with any mandatory legal provision, the validity and enforceability of the remaining articles or the remaining part of respective unenforceable or conflicting article of the T&C shall not be effected. The invalidity of any clause will not result in the invalidity of the entire Agreement between Parties. Parties agree to replace any invalid clause with a valid clause or clauses which will correspond with the intention of the Parties and the spirit of the Agreement, as much as possible.
17. Law and jurisdiction.
Any Agreement to which these T&C apply, including all other agreement resulting therefrom, will be solely subject to Belgian law and all legal proceedings are subject to the exclusive jurisdiction of the courts of Antwerp, division Antwerp.
De Algemene Verkoopsvoorwaarden zijn beschikbaar in het Nederlands op uitdrukkelijke vraag van de koper.
Les Conditions Générales de Ventes sont disponibles en français à la demande du client.