GENERAL TERMS AND CONDITIONS OF SALE

1. SCOPE: Save in the event of an explicit written clause to the contrary, all sales are subject exclusively to these General Terms and Conditions. General terms and conditions that appear on the Purchaser’s own documents cannot be regarded as such an explicit written clause to the contrary. Deviations from these General Terms and Conditions that are permitted in writing where necessary shall only apply to the sale for which they have been permitted. Receipt by the Purchaser of documents stating these General Terms and Conditions shall constitute acceptance thereof on the part of the Purchaser. It shall be assumed, upon commencement of the provision of goods or services, that the contracts and these General Terms and Conditions have been approved irrevocably.

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: Save 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 to cancel the order.

4. TRANSPORT: If the Purchaser is responsible for transport, the Purchaser shall collect the goods on the agreed date. The Purchaser shall confirm the collection date to the Seller no fewer than forty-eight (48) hours prior to such collection, or, in the absence of such confirmation, the goods shall be collected on the last working day of the contractual delivery period. Under no circumstances may the goods be collected before the availability date communicated by the Seller. If the Purchaser fails to respect 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 any case 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 shall be deemed to have been accepted irrevocably if the Purchaser does not submit a written complaint or dispute it in writing 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 issued to this Purchaser shall become payable immediately. The Seller shall acquire the same right if the Seller has serious evidence of insolvency, impending bankruptcy, a 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%, with 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 shall have accepted the goods irrevocably if:

• the Purchaser has started to use the goods or 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 following 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 note 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, the Purchaser shall demonstrate due care and diligence in adopting all necessary storage and damage-limiting measures.
Complaints shall be handled according to the Seller’s complaints procedure.
The Purchaser shall under no circumstances be entitled to withhold payment in part or in full in the event of a dispute, whatever the reason.

7. OWNERSHIP AND RISK: Ownership of the goods shall only be transferred to the Purchaser on full payment of the price, and the Seller reserves the right to reclaim the goods where necessary. All risks shall be transferred to the Purchaser once delivery has taken place.

8. INTELLECTUAL PROPERTY RIGHTS: The Seller is and shall remain the sole owner of all intellectual property rights, such as formulas, recipes and all other information about the Seller’s products and production process. The disclosure of information relating to intellectual rights to the Seller’s products or 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 have 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 (Burgerlijk Wetboek) shall 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 should have met its obligations.

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

12. SURRENDER: If the Seller fails to apply one or more clauses stipulated in its favour in these General Terms and Conditions, this does not mean that it is surrendering the option to invoke this provision or these provisions.

13. SPECIAL PROVISIONS FOR CALL-OFF CONTRACTS:

• 13.1. Contrary to Article 2 of these General Terms and Conditions, any changes in the price of raw materials during the performance of the contract shall have no impact on the price. All the other preceding provisions of these General Terms and Conditions shall also apply to call-off contracts 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 shall be delivered first. If quantities are ordered on two or more contracts, the ordered quantities shall be registered according to 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 shall be entitled to increase the agreed prices by at least 1% per month commenced or by the actual increase in the prices of raw materials and all other costs.
• 13.4. In the event of cancellation due to default on the part of the Purchaser, the Purchaser must pay the Seller compensation, which, at the Seller’s discretion, shall either be equivalent to the actual loss incurred by the Seller subject to a minimum of 20 % of the balance of the non-called-off products or shall amount to the average value of the balance of the non-called-off products. Notwithstanding the provisions of Article 5 of these General Terms and Conditions, the contract shall also be deemed to have been cancelled due to default on the part of 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 shall be deemed to have been entered into under the conditions that apply at that time, and the previous contract shall in no way be extended tacitly.