The following terms and conditions (the « terms ») govern all the contractual relationships between a client (« the client ») and the company Passion Spiruline Limited trading under the name « Gourmet Spirulina » (« Passion Spiruline») with registered offices 42, The Guinness Enterprise Centre, Taylor’s Lane, Dublin 8, Republic of Ireland. The General terms and conditions may be, if specified, replaced by particular terms in specific cases. By placing an order with Passion Spiruline, the Client implicitly accepts and gives its entire consent to the following terms. The following terms take precedence over any other document supplied by the client, especially any other general terms and conditions, unless previously and specifically agreed by Passion Spiruline.
The definitions of following terms and expressions laid out in this paragraph apply throughout this document or any other document from Passion Spiruline related to the present agreement, unless otherwise stated, regardless of them being written in capital letters or not, or used in singular or plural form. Client: Moral body or natural person having placed an order with Passion Spiruline. Sales agreement: The « order form » of which the terms are laid out by these terms and conditions, and completed by, if specified, particular terms. Service : Any product or service supplied by Passion Spiruline to the Client as agreed by the sales agreement or order form issued by Passion Spiruline that may or may not have been modified by the Client, and that clearly lays out the nature of the service supplied.
The subject of these terms and conditions is the definition of the rights and obligations of both parties in the context of the sale of products and/or services by Passion Spiruline. It relates, among other things, specifically to the sale of spirulina, of the species Arthrospira platensis, having been analyzed by an independent laboratory, in compliance with European legislation and rules governing bacteriological quality and heavy metals content.
The Client’s order is an offer to Passion Spiruline to buy the product(s) in your order. When the Client places an order to purchase a product from Passion Spiruline, we will send you an e-mail confirming receipt of your order and containing the details of your order (the "Order Confirmation E-mail"). The Order Confirmation E-mail is acknowledgement that we have received your order. We only accept your offer, and conclude the contract of sale for a product ordered by you when we send you the Order Confirmation E-mail. This contract is valid until payment from the Client is received by Passion Spiruline and the service delivered to the Client. Without affecting your right of cancellation set out in articles 8 and 9 below, you can cancel your order for a product at no cost any time by connecting onto your account and canceling the order.
The Client consents to receive sales invoices electronically. Electronic invoices will be made available in pdf format in the Your Account area of the web site.
The Order acts as implicit unequivocal agreement of the entire terms laid out herein, terms that the Client certifies having read and understood.
The prices shown in the order form are in British Pound Sterling and are inclusive of legally applicable VAT, unless otherwise stated. The prices are valid in the country in which the Client is based. In case of changes in the tax legislation or creation of a new tax applicable to the Service provided by Passion Spiruline, the Client agrees that these extra costs will be passed onto the Client by Passion Spiruline. The prices can be revised if explicitly stated in the particular terms, if there are any. All orders are payable in euros unless otherwise stated.
Payment of the service will be 100% due at order or at reception of the product, pursuant to the conditions set out below, or set out in the particular terms and conditions, if any. The Client can use any one of the following payment methods: Paypal, credit or debit card, bank transfer, bank cheque made payable in British Pound Sterling to Passion Spiruline Ltd.
In case of late payment, and in the absence of a sufficient guarantee provided by the Client, Passion Spiruline reserves the right not to serve the Client’s order, to put on hold the delivery of any order – past or future - placed by the Client, without any possibility for the Client to claim any compensation. In case of late payment, and in the absence of answer from the Client to the formal notice by Passion Spiruline within a 48 (forty-eight) hour timeframe, and if Passion Spiruline does not demand the settlement of the sale, Passion Spiruline reserves the right to cancel the sale or the order. Passion Spiruline will in this case be entitled to claim back the products already delivered to the Client, with the cost of delivery borne by the Client, and all the payments already made by the Client to Passion Spiruline will be retained by Passion Spiruline. For all the late payments, Passion Spiruline will add to the amount due a penalty equal to 3 (three) times the legally applicable interest rate at the date of the signature of the contract. Passion Spiruline reserves the right to cancel or refuse any order from a Client that has a documented history of late payment relating to a previous order with Passion Spiruline.
Passion Spiruline reserves the right to cancel the sale if it has not received any single one of the necessary documents or deposits after a period of 10 (ten) working days. In case of cancellation of the contract by Passion Spiruline for any other reason than the previous one, Passion Spiruline will notify the Client by registered letter with acknowledgement of receipt. The Client acknowledges and accepts that he will not by entitled to any compensation for the related financial, legal or moral prejudices that might arise from this cancellation.
The Client can cancel the contract signed with Passion Spiruline, provided that the Client has already paid to Passion Spiruline an amount equivalent to 20% of the total invoiced amount excluding VAT related to the said contract. This right of cancellation by the Client will be valid only until Passion Spiruline the date of issuance by Passion Spiruline of a written confirmation of the Client’s order.
Passion Spiruline guarantees that the products and services that it sells and offers to its Clients are in compliance with the legal requirements and applicable standards in the country of the Client. Also, the Client will benefit from the legal guarantee against hidden or latent defect of products sold. All the products sold by Passion Spiruline are subject to analyses by an independent laboratory. The guarantee takes effect at the date of the delivery of the product or service to the Client. This guarantee does not cover defects caused by abnormal or wrong use or handling of the product, or defects caused by external circumstances not related to the product itself. This guarantee does not apply if the defect is the result of negligence or circumstance that took place after the delivery of the product to the Client. The guarantee does not apply in case of force majeure. This guarantee is limited to the replacement by Passion Spiruline to the Client of the defective product. The exchange or replacement of a product does not change the date at which the guarantee takes effect. The responsibility of Passion Spiruline is limited to carrying on bacteriological analyses on each batch it receives from its suppliers and analyses for heavy metal content once a year on materials received from each one of its suppliers.
The prices appearing on the website are stated including transportation costs unless otherwise stated. Products will be delivered to the address stated on the order form. Passion Spiruline will communicate to the Client an indicative delivery date that will depend on the conditions and information given by the transport company used. Passion Spiruline cannot be held responsible for late delivery for any reason whatsoever – be it strikes, climate conditions or other reasons. In the absence of any written response from the Client within a 48 hour period, the indicative delivery date will be confirmed and considered as definitive. In case of cancellation by the Client within a 48 hour period preceding the said confirmed delivery date, the Client agrees to pay Passion Spiruline in lieu of compensation an amount equal to 5% of the invoiced amount excluding VAT, that will be used to cover any charges incurred by Passion Spiruline in relation to the cancelled sale (storage, transport, etc.).
In case of product shortage due to a supplier of Passion Spiruline, failures by contractors, suppliers, strikes, climate conditions or any other external reason that is not directly the responsibility of Passion Spiruline that delays the date of the delivery of the product or the realization of the service sold by Passion Spiruline to the Client, Passion Spiruline will communicate to the Client a new delivery date. The Client will not be entitled to any compensation whatsoever for any damages arising from this delay.
In case a certain product becomes unavailable – due to inventory shortage or termination of production, etc. – and provided that the Client agrees, Passion Spiruline will have the right to suggest to the Client to deliver another Product of similar quality and price to the Product initially ordered. In case of failure from one of its suppliers or termination of contract with a supplier, Passion Spiruline reserves the right to cancel all or part of the ongoing orders relating to the said products. Should this happen, Passion Spiruline would suggest to the Client an alternative product of similar quality and price. In case the Client refuses this alternative solution, the Client will have the right to cancel its order by sending to Passion Spiruline a registered letter with acknowledgement of receipt. Passion Spiruline would then agree to pay back the Client the amount that it would already have paid to Passion Spiruline for the said order within 30 working days from the reception date of the order cancellation.
The Client has to check the Products at the reception. The visible defects on the Products delivered must be notified to Passion Spiruline in writing, as detailed as possible, and written on the order form. Any claim related to a potential non-compliance of the products delivered to the Client must be sent in written form to Passion Spiruline within 3 (three) working days from the date of the reception of the Products. Any claim will have to contain a detailed description of the alleged non-compliance. Any return of the Product to Passion Spiruline will have to be agreed by both parties and agreed in writing by Passion Spiruline prior to the return of the said product. The Products will be deemed accepted by the Client unless the Client takes actions that comply with the previous conditions. In case of non-compliance acknowledged by Passion Spiruline as laid out previously, Passion Spiruline will replace the defective products. The client will not be entitled to any compensation for the delay caused by the delivery of the products replacing the defective products delivered, or for any damages incurred directly or indirectly by the replacement of the product and the delay it incurs.
The transfer of ownership rights of the product to the Client takes effect only at the date of the payment of the full amount of the purchase price to Passion Spiruline. Passion Spiruline will assume ownership of the products until payment of the full amount of the purchase price, and in compliance with the conditions laid out in this terms, even in case of ongoing litigations against the Client. Also, the risks and responsibilities incurred by the products are transferred to the Client at the delivery of the Product to the Client.
The products sold by Passion Spiruline are in compliance with the European legislation, and the legislation in effect in the country of the Client. The products are not delivered with a certificate of conformity, however, the Client can Passion Spiruline to provide those certificates. The Client agrees that he has received from Passion Spiruline all the information necessary to proceed to the sale. The Client is solely responsible for the use and handling of the product while in its possession, on display in its store or stores or in the storage units.
In the case of any one of the previous conditions is void with regards to the applicable law in the country of the Client or foreign law that would be de facto applied due to the location of the use of the Products, the said condition would be deemed unfair and void by would not invalidate any of the other conditions set out in these terms.
The brands, logos and contents that appear on the commercial documents and websites operated by Passion Spiruline are all the sole property of Passion Spiruline. Any use of these brands, logos or content without prior written consent by Passion Spiruline is illegal.
All the information asked to the Client by Passion Spiruline are deemed by the latter necessary to carry on the transaction and can be transmitted to third-parties acting in relation to the said transaction. As laid out by the Data Protection Commissioner, the Client will have the right to ask Passion Spiruline not to transmit its personal data or to access and modify these information hosted by Passion Spiruline
All these terms and conditions, as well as any matter relating to the purchase of a product or service from Passion Spiruline, regardless of the location of the delivery, shall be governed by Irish law and shall be subject to the jurisdiction of Irish courts. In case of disagreement arising relative to the present terms or their interpretation, and in case of failure to reach agreement or settle any dispute within one month from the date of the notification of the disagreement, any dispute shall be taken to the Irish courts.