General terms and conditions
Courtesy translation. In the event of any discrepancy between this translation and the Dutch version, the Dutch version prevails.
1. PRELIMINARY PROVISIONS
These general terms and conditions govern all legal relationships (including, without limitation: orders, order forms, quotations, work assignments, agreements, deliveries, services, etc.) between:
BELGIAN FRESH FOOD nv, with registered office at 2020 Antwerp, Kielsbroek 23, and company number 0432.819.146 (hereinafter referred to as BFF), and;
The customer (i.e. the legal entity that placed the order);
Hereinafter jointly referred to as the Parties or individually as a Party;
Including the legal relationships arising between the Parties as a result of the customer's use of BFF's web shop: http://groothandelclaessens.be, without prejudice to any special conditions agreed in a separate agreement. Unless these general terms and conditions are explicitly departed from in writing, they are binding on the customer. These terms and conditions always take precedence over any other possible (invoicing) terms of the customer itself. By simply placing an order, the customer agrees to these general terms and conditions.
BFF's proposals/quotations do not constitute any commitment and are made subject to sale and/or sufficient stock. Statements by representatives and orders are only valid once they have been accepted or confirmed in writing by BFF.
Indications and descriptions of our products, services and rates on our web shop or elsewhere are as accurate as possible, but are provided for information purposes only and without any commitment.
Should any provision of these general terms and conditions be wholly or partly void, the validity of the other provisions of these general terms and conditions shall not be affected thereby. The fact that BFF does not apply any clause stipulated in its favour in these general terms and conditions cannot be interpreted as a waiver of its right to invoke that clause at a later stage.
2. ORDER
A sale is only concluded after written confirmation by BFF. BFF is never responsible for any errors made by the customer when ordering (including incorrect specification of product or quantity). BFF is only responsible for processing the order as passed on or selected by the customer. BFF only accepts liability if the non-conforming delivery is reported in writing immediately after receipt of the delivered products.
Any cancellation of an order by the customer must be made in writing. It is only valid subject to written acceptance by BFF. In the event of cancellation of the sale by the customer, the customer owes a termination fee of 30% of the total amount of the order, without prejudice to BFF's right to claim higher compensation if it can demonstrate greater actual damage.
Without prejudice to the foregoing, BFF is always entitled to demand specific performance of the agreement.
3. PRICES – PAYMENT TERMS
Prices are net and do not include transport costs. Transport costs and all other costs, taxes and charges incidental to or arising from the sale are borne exclusively by the customer. In the case of promotions, the various discounts cannot be combined unless explicitly stated.
The customer shall always provide BFF with all correct information required to enable invoicing. Any administrative change must be communicated to BFF immediately. If BFF has to amend an invoice because the customer did not provide its details correctly, an administrative surcharge of EUR 20.00 will be charged.
Unless otherwise stated on the invoice, all invoices are payable in cash in EURO at BFF's registered office. Payments by the customer are always deemed to be payments of the oldest unpaid invoice, even if the customer refers to a more recent invoice when paying. Any payment costs are borne by the customer.
In the event of late payment, interest of 1% per month shall be due by operation of law and without prior notice of default, and the amount due shall moreover be increased by operation of law and without prior notice of default by a fixed penalty of 10% of the amount still due, with a minimum of 150 euros for administrative and other costs. Failure to pay on the due date shall also, by operation of law and without prior notice of default, result in the forfeiture of any discounts or payment terms granted, as well as the immediate payability of all sums still owed to BFF.
Any dispute regarding BFF's invoices must be notified to BFF in writing, with detailed reasons and by registered post, within 8 days, failing which the invoice is presumed to have been accepted by the customer. No complaint entitles the customer to suspend or postpone payment in whole or in part.
The Parties agree that set-off shall take effect immediately between all their mutual claims from the moment the respective claims arise, including claims that are not yet certain, due or payable and including all claims subject to a future condition, among which also all compensation due for whatever reason (including damage, costs or expenses), in accordance with the Act of 15 December 2004 on financial collateral.
4. DELIVERY PERIODS – DELIVERY TERMS
Unless otherwise agreed between the Parties, delivery periods are always to be interpreted as approximate. Stating a delivery period on the customer's own order form does not alter this. Delay in delivery gives no right to compensation, nor to dissolution of the agreement. BFF's liability for delay in delivery shall in any event never exceed 5% of the total value of the delayed ordered products, and this only if the customer proves damage of at least that amount. In any case, such a claim can only be brought by the customer after written notice of default to BFF, following which a reasonable period for delivery is granted to the latter.
Delivery takes place ex works. The customer shall check the goods for quality and quantity immediately upon delivery (and at the latest upon arrival at the place of destination if the goods are transported at the customer's risk). Any defects or shortcomings must be reported immediately by registered letter. For every complaint, BFF must be given the opportunity to inspect what has been delivered. The customer undertakes to accept partial deliveries.
Owing to the nature of the goods, they can under no circumstances be returned.
5. SHIPMENT – TRANSFER OF RISK
The delivered goods remain the property of BFF until the moment of full payment of all sums owed by the customer, whether for the delivery concerned or for earlier or later deliveries, including the price and all collection costs, compensation and interest owed by the customer. In the event of resale, BFF retains the option of claiming the sum corresponding to the value of the resold goods. The retention of title is transferred to the resale price.
Unless otherwise provided, the products are delivered ex works. In the event of delivery by BFF to an address specified by the customer when ordering, transport takes place at the customer's risk and the risk is transferred at the moment the products are handed over by BFF to the carrier.
6. ACCEPTANCE – COMPLAINTS
On pain of forfeiture of rights, the customer must send any complaint or protest, with detailed reasons and by registered post, to BFF no later than within 8 days after the invoice date. Visible defects must be reported immediately upon delivery. After this period has expired, no further complaints are accepted. Submitting a complaint does not release the customer from its payment obligation.
7. DISSOLUTION OF THE AGREEMENT – SUSPENSION OF PERFORMANCE
Without prejudice to BFF's right to demand performance in kind, BFF has the right, without judicial intervention and without prior notice of default and at the customer's risk, (i) to dissolve the agreement with the customer or (ii) to suspend its performance temporarily, by written notification of its decision to the customer, in the event of:
Serious contractual default on the part of the customer (serious defaults include, among others: failure to pay an invoice on the due date); In the event of dissolution of the agreement attributable to the customer due to contractual default, a termination fee of 30% of the total amount of the order shall likewise be due, without prejudice to BFF's right to claim higher compensation if it can demonstrate greater actual damage.
Force majeure on the part of BFF (understood as unforeseen circumstances that disrupt normal business operations and make performance of the agreement considerably more difficult or impossible, such as, without limitation: strike and lock-out, both at BFF and at its suppliers, machine breakdown, fire, interruption of means of transport, supply difficulties). Force majeure releases BFF from any liability and enables it, as the case may be, either to curtail its obligations or to terminate the agreement or suspend its performance if the force majeure continues for more than one month, without it owing any compensation to the customer in this respect.
The ordered products are no longer commercially available;
The customer has filed for bankruptcy or has been declared bankrupt.
Under no circumstances shall BFF owe any compensation to the customer in the event of dissolution of the agreement by BFF on a ground for dissolution described in this article.
8. JURISDICTION AND APPLICABLE LAW
The courts of the district of Antwerp and, where the Justice of the Peace has jurisdiction, the Justice of the Peace of the fifth canton of Antwerp have exclusive jurisdiction over all disputes that may arise from the relationships between BFF and the customer, including disputes concerning the application and interpretation of these general terms and conditions. If the dispute falls within the jurisdiction of the Justice of the Peace, the Justice of the Peace of the 5th canton of Antwerp shall have territorial jurisdiction. These general terms and conditions, as well as any contract between BFF and the customer, are governed by Belgian law.
all organic products are inspected by the inspection body BE-BIO 01-Certysis