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Conditions of Sale

GENERAL CONDITIONS OF SALE

1. APPLICATION: Except in the case of an explicit written clause to the contrary, all sales are exclusively subject to these general conditions of sale. The general terms and conditions that appear on the purchaser’s documents cannot be regarded as such an explicit written clause to the contrary. Deviations from these general conditions that are permitted in writing where relevant shall only apply to the sale for which they were permitted. Receipt by the purchaser of documents stating these general conditions constitutes acceptance thereof. On commencement of the provision of goods or services the contracts and these conditions will be assumed to have been irrevocably approved.

2. PRICE: Each price shall be agreed subject to: - increases in the prices of raw materials and other costs - changes in the applicable legislation, regulations, taxes, customs duties or other similar levies on the product that would lead to a price increase.

3. DELIVERY: Except where explicitly stipulated otherwise in writing, delivery shall take place “EX WORKS” and in accordance with the conditions stated on the order form. The delivery date is purely indicative. Failure by the seller to meet the delivery date shall not entitle the purchaser to compensation, or the option to cancel the order.

4. TRANSPORT: If the purchaser is responsible for transport, the purchaser will collect the goods on the agreed date. The purchaser shall confirm the collection date to the seller no less than forty eight (48) hours prior to such collection, or, in the absence of such confirmation, the goods will be collected on the last working day of the contractual delivery period. Under no circumstances may the goods be collected before the delivery date specified by the seller. If the purchaser fails to observe the collection date, the seller shall be entitled to charge storage costs. If the seller is responsible for organising transport, all associated costs shall in all cases be payable by the purchaser.

5. PAYMENT: All invoices are payable in EURO in Belgium, at the net price and without any discount, within thirty days of the invoice date. The invoice will be considered to have been irrevocably accepted if the purchaser does not submit a written complaint or dispute within forty eight (48) hours of receiving the invoice. In the event of failure to pay all or part of the invoice by the due date, the seller shall be entitled to terminate the existing contracts without prior notice of default and without being required to pay any compensation to the purchaser, and all invoices addressed to this purchaser shall become payable without notice. The seller shall acquire the same right if he has serious evidence of insolvency, the threat of bankruptcy, moratorium on payment or similar circumstances that could prevent compliance with the payment obligations. With effect from the due date, all unpaid invoices shall by operation of law and without prior notice of default be subject to interest equal to the rate of interest applied by the European Central Bank for main refinancing operations plus 7%, subject to a minimum of 12%. Furthermore, in the event of non-payment by the due date the purchaser shall owe compensation amounting to 15% of the invoice amount plus the cost of legal proceedings where applicable.

6. ACCEPTANCE AND COMPLAINTS: The purchaser is obliged to check the goods for conformity on delivery. The purchaser has irrevocably accepted the goods if: - the purchaser has started to use the goods or if he adapts the goods - in the case of goods that have not been used and/or adapted, no written complaint has been submitted in accordance with the provisions of the previous section. Any complaints must be made in writing within twenty four (24) hours of delivery. Complaints regarding weight or visible defects shall only be valid if also stated on the CMR consignment note and the delivery order and supported with objective documentary evidence. Any hidden defects must be reported to the seller within forty eight (48) hours of being identified and must also be supported with objective documentary evidence. If the purchaser rejects the goods for any reason whatsoever, he shall show due care and diligence by taking all necessary storage and damage-limiting measures. Complaints will be handled according to the seller’s complaints procedure. The seller shall under no circumstances be entitled to withhold payment in part or in full in the event of disputes, for any reason whatsoever.

7. OWNERSHIP AND RISK: Ownership of the goods shall only be transferred to the purchaser on full payment of the price and the seller retains the right to reclaim the goods where there are grounds for doing so. All risks shall be transferred to the purchaser on delivery.

8. INTELLECTUAL PROPERTY RIGHTS: The seller is and remains the sole owner of all intellectual property rights such as formulas, recipes, and all other information about the products and the seller’s production process. The disclosure of information relating to intellectual rights to products or the seller’s production process shall under no circumstances imply the transfer of ownership of the intellectual property rights from the seller to the purchaser, nor shall a licence or any other right relating to intellectual property be deemed to have been established.

9. LIABILITY: The seller’s liability is limited to the price of the purchased products that caused the loss and to a maximum of the amounts it receives from its insurers under the policies that were valid at the time of the order. The seller's liability shall in all cases be limited to direct losses, to the exclusion of all consequential loss.

10. FORCE MAJEURE: In the event of force majeure, the provisions of Article 1148 of the Civil Code apply. The seller may also put forward a defence of force majeure if an event that seriously impedes (further) performance takes place after the date on which it was required to meet its obligations.

11. APPLICABLE LAW: The agreement, these general conditions and all related disputes shall be governed by Belgian law. In the event of any disputes, as claimant or respondent, the competent courts in the town where the company has its registered office will have sole jurisdiction.

12. SURRENDER: If the seller fails to apply one or more clauses stipulated in its favour in these general conditions, this does not mean that it surrenders the option to invoke this provision or these provisions.

13. SPECIAL PROVISIONS FOR CONTRACTS ON DEMAND:

13.1. Contrary to Article 2 of the general conditions, any changes in the price of raw materials during the performance of the contract shall have no impact on the price. All other previous provisions of the general conditions also apply to contracts on demand unless explicitly agreed otherwise in writing between the parties.

13.2. The contracts must be ordered according to the agreed period. If there are contracts with overlapping periods, the first contract concluded will be delivered first. If volumes are ordered on two or more contracts, the ordered volumes will be registered according to the F.I.F.O. rules (First In, First Out), unless agreed otherwise in writing.

13.3. In the event of purchases after the contract term the seller is entitled to increase the agreed prices by at least 1% per month commenced or the actual increase in the prices of raw materials and all other costs.

13.4. In the event of termination due to default on the part of the purchaser, the purchaser must pay the seller compensation which shall be either equivalent to the actual loss incurred by the seller subject to a minimum of 20 % of the balance of non-called off products or the average value of the balance of the non ordered products, at the seller’s discretion. Notwithstanding the provisions of Article 5 of these general conditions, the contract will also be considered to have been terminated due to default by the purchaser if a random or abnormal cancellation pattern on the part of the purchaser is identified or if the seller considers the purchaser’s creditworthiness to be insufficient.

13.5. If the volumes and/or periods stipulated in the contract are exceeded, a new agreement will be deemed to have been entered into under the conditions that apply at that time, and the previous contract will in no way be tacitly extended.

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