Terms & Conditions

General Terms of Cooperation (GTC)
Last updated: [01.11.2025]

I. General Provisions

1. Scope and Applicability

These General Terms & Conditions (“GTC”) apply to all business relationships, contracts, deliveries, and services between Luzemba Naturals, a family-owned business based in Cabinda, Angola (hereinafter referred to as the “Seller”), and its business partners (hereinafter referred to as the “Partner” or “Buyer”).

Luzemba Naturals operates exclusively in a B2B context.
These terms apply only to legal entities or natural persons acting in the course of their commercial, industrial, or professional activity.
Consumer transactions (B2C) are expressly excluded.

Any deviating terms proposed by the Buyer shall only apply if expressly agreed in writing by Luzemba Naturals.

2. Partnership-Oriented Business Model

Luzemba Naturals is committed to building long-term, transparent, and value-driven partnerships.
Our cooperation model is based on:

  • Mutual trust

  • Commitment to quality

  • Sustainable sourcing and production

  • Fair economic value creation for communities

These principles guide our relationships but do not constitute legally enforceable obligations beyond the contractual scope.

II. Conclusion of Contract

3. Offers and Contract Formation

All offers made by Luzemba Naturals—whether via email, website, catalog, presentation, or verbal communication—are non-binding unless explicitly stated otherwise.

A contract is concluded only when:

  • A written order confirmation is issued by Luzemba Naturals, or

  • A cooperation agreement, supply agreement, or purchase contract is signed, or

  • Goods are dispatched following acceptance of the Buyer’s order.

Any silence or preliminary communication shall not constitute acceptance.

III. Prices, Payments, and Delivery

4. Prices

  • Prices are agreed individually and stated net, excluding VAT, customs duties, import taxes, or other applicable charges unless expressly stated otherwise.

  • Prices may vary depending on volume, destination, logistics, and partnership agreements.

5. Payment Terms

Payment terms are defined in the individual agreement, invoice, or order confirmation.

Unless otherwise agreed:

  • Payments are due within the stated payment period

  • Late payments may incur statutory interest and recovery costs

  • Luzemba Naturals reserves the right to suspend deliveries in case of payment default

6. Shipping and Transfer of Risk

Unless otherwise agreed in writing:

  • Delivery is made EXW or FCA (Incoterms® 2020)

  • Risk transfers to the Buyer upon handover of the goods to the carrier or freight forwarder

  • Delivery times are indicative and may vary due to logistics, customs, or force majeure

IV. Retention of Title

7. Retention of Ownership

All goods remain the property of Luzemba Naturals until full payment of all outstanding claims arising from the business relationship.

The Buyer may resell the goods in the ordinary course of business but may not pledge or assign them as security before ownership is transferred.

V. Quality, Inspection, and Warranty

8. Quality Standards

Luzemba Naturals guarantees that its products are:

  • Produced in accordance with applicable Angolan regulations

  • Aligned with relevant EU and international quality standards, where applicable

  • Consistent with agreed specifications at the time of delivery

9. Inspection and Notification of Defects

The Buyer must:

  • Inspect goods immediately upon receipt

  • Notify Luzemba Naturals in writing within 7 calendar days of any visible defects

  • Notify hidden defects promptly upon discovery

Failure to comply shall result in the exclusion of warranty claims.

10. Warranty

Unless otherwise agreed:

  • Warranty period is 12 months from delivery

  • Warranty covers only defects existing at the time of transfer of risk

  • Luzemba Naturals may choose between replacement or corrective measures

Warranty claims are excluded in cases of:

  • Improper handling, storage, or use

  • Modification or processing without approval

  • Natural product variations within accepted tolerances

VI. Liability

11. Limitation of Liability

Luzemba Naturals shall be liable only for:

  • Intentional misconduct

  • Gross negligence

  • Injury to life, body, or health

  • Mandatory statutory liability (e.g. product liability)

In cases of slight negligence, liability is limited to foreseeable, contract-typical damages.

Any liability for indirect damages, loss of profit, or business interruption is excluded unless required by law.

VII. Intellectual Property

12. Intellectual Property Rights

All trademarks, product descriptions, images, processes, and documentation remain the intellectual property of Luzemba Naturals, unless otherwise agreed in writing.

Use of branding or materials for marketing purposes requires prior approval.

VIII. Force Majeure

13. Force Majeure

Luzemba Naturals shall not be liable for failure or delay caused by events beyond reasonable control, including but not limited to:

  • Natural disasters

  • Political instability

  • Supply chain disruptions

  • Customs delays

  • Labor disputes

IX. Governing Law and Jurisdiction

14. Applicable Law

These Terms & Conditions are governed by:

  • Angolan law, with due consideration to international commercial principles

  • The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded unless expressly agreed

15. Place of Jurisdiction

The place of jurisdiction shall be the registered seat of Luzemba Naturals, unless otherwise agreed in writing.
Alternative statutory jurisdictions remain unaffected.

X. Final Provisions

16. Amendments

Luzemba Naturals reserves the right to update these Terms & Conditions.
Updated versions will apply to future contracts.

17. Severability Clause

If any provision of these Terms is held invalid, the remaining provisions shall remain fully effective.