GENERAL TERMS OF SALE AND DELIVERY
1. All our offers are always without engagement and do not bind the seller. Representatives, agents or whoever cannot bind the buyer. The seller will only be bound after confirmation in writing from him. Offers are always made with crop reservation.
2. Samples are type samples and do not bind the seller.
3. Delivery: The goods are considered as delivered and accepted by the buyer at the departure of goods from the seller's warehouses or from any other place indicated by the seller, even in case of carriage paid price is charged. The seller is always entitled to have himself represented in these places. Weights upon departure are binding.
4. The goods always travel at buyer's risk.
5.a. Conspicuous defects will always be reported at once upon delivery, as previously mentioned, by the buyer or his representative to the seller, in default of which complaints of conspicuous defects will not be admissible anymore.
b. Hidden defects will be reported telegraphically or by registered letter to the seller within 48 hours after conclusion. These complaints are not admissible anymore after merchandise has been processed.
c. The seller is always entitled to replace defective merchandise, by which any right of further damages will be ipso jure due on the buyer's account.
d. The seller's liability both for conspicuous and hidden defects can never exceed an amount equal to the amount of invoice.
e. The buyer may only return merchandise to the seller, as far as the latter consents to it. This consentment does not imply any recognition of the seller's liability. The costs of return are at the buyer's expenses, unless the buyer duly proves the defect in merchandise.
6. Conform execution is only guaranteed, subject to usual deviations, such as deviation in colour, for which the buyer cannot be held responsible.
7. Terms of delivery are always stated approximatively. Exceeding these terms does not raise a right of damages or of dissolution of contract on the buyer's account. In case of exceeding explicitly agreed terms of delivery, the buyer can only demand dissolution of contract 15 days after explicit summons to the seller and without any other right than dissolution of the contract in itself.
8. War, revolt, strikes, disasters, weather conditions, accidents, failures in culture and all causes which could lead to obstruct provisioning, production and/or means of transport of the seller are simply cases of force majeure justifying delay in or suspension of times of delivery of even total or partial suspension or termination of contract, without the seller being entitled to cancel his order or to claim any damages.
9. The title in the goods shall pass to the buyer only when payment in full has been received by the seller for all goods whatsoever supplied (and all services rendered) at any time by the seller to the buyer. The buyer shall permit the servants or agents of the seller to enter on to the buyer's premises and repossess the goods the goods at any time prior thereto. As long as payment has not been effected the buyer cannot sell, pledge or offer goods as guarantee or collateral security. Should the goods (or any of them) be converted into a new product, whether or not such conversion involves the admixture of any other goods or thing whatsoever and in whatever proportions, the conversion shall be deemed to have been effected on behalf of the seller and the seller shall have the full legal and beneficial ownership of the new products, but without accepting any liability whatsoever is respect of such converted goods in relation to any third party, and the buyer hereby indemnifies the seller in relation thereto.
In the case of non-payment at the due date and upon demand the buyer must return forthwith to the seller all merchandise unpaid for.
10. All invoices are payable cash at the seller's registered office. In case of partial or total non-payment of the debt on its maturity date, ipso jure and without summons, the amount of invoice will be increased by a 12%-interest per year from this maturity date. In case of partial or total non-payment of the dept on its maturity date, without well-founded reason, after vain summons, the balance due will be increased by 10%, even if days of grace have been granted.
The seller can always, even after an order, require that the buyer gives sufficient guarantee to the seller, even up to the full amount of invoice, before the latter engages himself to delivery. The acceptance of drafts or the grant of postponement of payment entitles the seller to suspend or to cancel any further delivery, without any right of damages on the buyer's part.
The same right goes for the seller in default of payment by the buyer.
If the buyer invokes defective delivery, he can only suspend his liability to pay provided the seller explicitly agrees. Default in payment causes loss of the discount at the end of the year, as well as of all other possibly granted discounts and premiums.
11. If the mint par of exchange is modified against the Euro, the seller reserves the right to charge the difference in mint par of exchange.
12. The depositor renounces all legal remedies he could possibly put in against the N.V. Horafrost according to the Belgian Code of Civil Law on account of the total or partial destruction, deposited in the establishments of the above-mentioned limited liability company, whatever the cause of this fact could be and amongst others in case of fire, explosion or interruption in cold. The depositor declares to know that the goods deposited by him are not insured by the N.V. Horafrost against whatever risk. The depositor also declares to waive all legal remedies against the N.V. Horafrost concerning the quality of goods on unpacking them, as they are not checked upon arrival.
13. All disputes will be submitted to the jurisdiction of the Brugge courts.