1. Without prejudice to the applicability of any special terms and conditions that take precedence over these general terms and conditions of sale, those general terms and conditions apply to all contractual relationships between Dutch Food Experts BVBA (hereafter referred to as the ‘vendor’) and its clients. These general terms and conditions of sale are deemed to be accepted by the client by the mere fact of his placing an order. Acceptance of those general terms and conditions also implies that the client fully waives his own general terms and conditions.
2. All rates, technical information, indications of weight and dimensions and in general all specifications communicated by the vendor are only provided as mere indications. Unless expressly agreed otherwise, they are therefore not binding for the vendor.
3. The orders are invoiced at the prices and conditions as applicable on the date of delivery. Any duty or tax that is payable or to be paid on the prices of the vendor shall always be at the client’s expense. If after the date of the agreement and or more cost price factors should increase (such as import and export duties on raw materials) – even if this occurs as a result of foreseeable circumstances – the vendor is entitled to increase the agreed price accordingly.
4. The delivery periods communicated by the vendor shall always be provided as mere indications. Exceeding these periods in any way can in no circumstance constitute grounds for dissolution of the purchase agreement or the payments of damages .
5. The vendor expressly reserves the right to make partial to make partial deliveries that are equivalent to partial sales. The partial delivery of an order can in no circumstance justify the refusal to pay for the delivered goods.
6. Upon purchase, delivery shall occur “ex-works from the warehouse where the specific goods are stored by the vendor for the client” according to the terms and conditions of incoterms 2000, unless otherwise stated on the invoice or agreed in writing with the client. The risk of the goods transfers when the vendor makes them available to the client. Notwithstanding the previous statement. The vendor and client can agree that the vendor will provide for the transport in that case. The risk of storage, loading, transport and unloading shall be borne by the client. The client can take out insurance to cover those risks.
7. The goods shall remain the property of the vendor until full payment of the charged price, including expenses and interests. Notwithstanding the previous, the risks of loss of destruction of the purchased goods shall be borne entirely by the client from that moment the sold goods are delivered to him. Until the moment that the above-mentioned payment is made in full, the client is expressly prohibited from pledging or attaching the delivered goods with any kind of security right whatsoever. Prior the above mentioned full payment, the client shall make a mark on the delivered goods that indicates clearly and legibly that the delivered good shall remain the property of the goods if necessary. The above-mentioned clause shall be deemed to be repeated for every delivery. The client immediately undertakes to notify the vendor via registered letter of any seizure exercised by a third party.
8. If the solvency of the client is in doubt, as in the case of non-payment or late payment of invoices. The vendor reserves the right to request advance payment for deliveries yet to be made or to request security payments, failing which the vendor shall be entitled to immediately terminate the agreement.
9. If the client fails to comply with one of his essential obligations, such as the timely payment of invoices or in the event of protest to a negotiable instrument, seizure, a request for a composition, filing for bankruptcy, suspension of payment, liquidation or any other fact that could lead to insolvency on the part of the client. The vendor reserves the right to terminate the agreement without judicial authorization and without previous notice of default being required. In that case, the vendor has the right to keep any advances paid as partial payment of damages, without prejudice to the vendor’s right to claim higher damages if the demonstrates that damage.
10. The vendor’s invoices are payable to his registered address. The payment of goods shall occur in cash upon delivery, unless agreed otherwise by writing.
11. In the vent of non-payment of an invoice on the due date, all others payables that are not yet due, shall become ipso jure payable by the client, without prior notice of default being required.
12. In the event of non-payment on the due date, the vendor reserves the right to suspend the performance of all pending orders and to do so without previous notice of default and without indemnification.
13. In the event of non-payment of a part or the full amount of an invoice on the due date, the client shall be ipso jure required without prior notice of default, to pay default interest on the unpaid invoice amount according to the legal interest rate plus 5% it being understood that the minimum interest shall be 12% and this for each month that has already started in addition, in the event of non-timely payment of the invoice the client is ipso jure without prior notice default obligated to pay liquidated damages to the amount of 15% of the unpaid invoice amount with a minimum of 50 euros, without prejudice to the right of the vendor to claim higher damages providing proof of higher actually incurred damages.
14. The client shall immediately check the delivered goods upon receipt for usability, salability, composition and any other relevant characteristic as well as their conformity with specific characteristics as may be agreed in the special terms and conditions. Every complaint must reach the vendor in writing within eight days after delivery. The use or resale, even of a part of the delivered goods, supposes the approval thereof. After this period, no more complaints will be accepted. In respect of goods that are not manufactured by the vendor, the length and scope of the guarantee shall always be limited to the guarantee the vendor himself can exercise in respect of the manufacturer or supplier(back-to-back). Except in the case of mandatory legal obligations that stipulate otherwise, the vendor’s guarantee in respect to goods that are upon receipt of a written complaint (as mentioned above) acknowledged by the vendor as being nonconforming, consists solely of the replacement of those goods within the period the vendor deems necessary or alternatively of the vendor’s sole discretion of the return of the goods for credit on the relevant invoice. All costs of replacement or return including but not limited to port fees, customs, etc. shall always be for the clients expense. The application of the guarantee cannot under any circumstances give grounds for damages. The maximum liability for the vendor shall never exceed the purchase price of the product, paid by the original buyer. To the benefit of the vendor, the buyer expressly and by all circumstances announces each claim with respect to indirect damages or consequential damages, the exception non adimpleti contractus as well as each compensation of debts.
15. Unless expressly agreed otherwise between the parties, the vendor is not considered to have knowledge of or to take into account the specific application for which the client intends to use the purchased goods.
16. The vendor is ipso jure exempt from executing an order ar assignment in any case of force majeure. Force majeure shall include: exhaustion of supplies, non-delivery by the vendor’s suppliers, destruction of goods as result of accidents, machine breakdowns, strike or lock-out, fire, flooding etc. the vendor is not obligated to prove the unattributable and unforeseen character of the circumstance force majeure. In addition the vendor is not liable for the non-performance or faulty performance of his obligations if this non-performance is connected with changed economic or other circumstances that the vendor did not foresee at the time that the agreement was created and which seriously obstruct or render impossible the performance of the sales contract as agreed between the parties.
17. The bills that the vendor should draw shall entail neither innovation nor a deviation from the clause above and the current terms and conditions of sale shall remain fully applicable.
18. If a provision of these general terms and conditions of sale should be unenforceable or in conflict with a provision of mandatory law, this shall not influence the validity and mandatory value of the other provisions of the generals terms and conditions of sale nor the validity and mandatory nature of that part of the relevant provision that is not in conflict with mandatory law or unenforceable. The invalid or unenforceable provision shall automatically be deemed to have been replaced by an enforceable and valid provision that matches as closely as possible the intentions of the parties.
19. Non-applications by the vendor of one or more provisions of these general terms and conditions of sale shall in no way be regards as a waiver of these terms and conditions.
20. All contractual relations with the vendor shall be governed by the laws of Belgium. Any dispute of any nature whatsoever shall by the exclusive jurisdiction of the Court of Antwerp.