Art. 1 Applicability
- For these General Terms and Conditions, the term 'Seller' applies to Verhelle bv, whose office is registered at 8740 Pittem, Muizelaarstraat 19, under company number BE0730 733 266.
- These General Terms and Conditions apply to all quotations, offers, concluded agreements, sales and deliveries of the Seller. Buyers’ General Terms and Conditions, of any nature and under any other name, shall not apply.
- Any stipulations deviating from these Conditions of Sale must be expressly made and agreed upon in writing. Insofar as they do not replace the provisions of these Conditions of Sale, they shall be deemed to supplement them.
- These Conditions of Sale shall be handed over to the Buyer. In addition, they can be consulted, downloaded and printed from the Seller's website: www.verhellebv.be
Art. 2 Definitions
- Seller: The user of these General Terms and Conditions of Sale.
- Buyer: the natural or legal person with whom the Seller negotiates and/or signs a contract.
- Gross sales value: agreed upon purchase price excluding packaging, transport and (insofar as applicable) including license fees.
Art. 3 Prices and Offers
- Quotations and/or offers are free from obligation, while stocks last, unless stated otherwise.
- Through written acceptance of any offer or quotation by the Buyer, the agreement shall be concluded unless, within 5 days after the confirmation has been sent by the Buyer, the Seller indicates and justifies in writing, that he does not agree with the accepted offer. The contract price is binding on both parties, regardless of any fluctuations of the market price.
- Where a contract is entered into by agents, intermediaries, resellers, and so on, this agreement shall only apply from the time when the Seller has provided their written acceptance.
- The agreement shall be accompanied by a description of the plants, in which the Seller lays down the average quality of the plants to be delivered and describes the lowest quality threshold.
- Acceptance shall only take place if the agreed upon price has been specified in writing (email with reading confirmation/digital signature/fax).
- The prices agreed upon between parties are excluding the applicable VAT, transport costs, costs for reusable packaging, import duties, photo labels and/or price labels, unless this is expressly agreed upon in writing.
- Unless stated otherwise, all prices shall be specified in Euros.
- If the Buyer cancels an agreement, they shall be liable to pay the Seller a percentage of the gross sales value of the products to be delivered as a cancellation fee plus VAT:
- Cancellation by the Buyer 12 weeks prior to the agreed upon delivery date: a 25% cancellation fee of the gross sales value plus VAT shall apply
- Cancellation by the Buyer 12-4 weeks prior to the agreed upon delivery date: a 50% cancellation fee of the gross sales value plus VAT shall apply
- Cancellation by the Buyer 4 weeks prior to the agreed upon delivery date: a 75% cancellation fee of the gross sales value plus VAT shall apply
Art. 4 Provision on harvest and sales
- All sales agreements, irrespective of whether the Seller or third parties have cultivated the products, shall be subject to a provision on harvested goods. If, as a result of a disappointing harvest with regard to the quantity and/or quality of the products, there are fewer products available, including product rejection by authorised authorities, than at the time of the conclusion of the agreement could reasonably be expected, the Seller shall be entitled to reduce the quantities sold accordingly. By delivering this reduced quantity, the Seller shall then fully comply with their obligations in regard to delivery. In this case, the Seller shall not be obliged to deliver replacement products and shall also not be liable for any damages incurred.
- The Seller is entitled, but not obliged, to arrange for a replacement delivery in consultation with the Buyer. This delivery shall take place under the same conditions as those laid down in the underlying agreement.
Art. 5 Delivery and transport
- Delivery shall be made ex Seller's company or from an address to be designated by them, unless agreed otherwise. At the actual time of delivery, all risks to the products delivered and all related rights and obligations shall pass to the Buyer.
- Products delivered are live goods, the quality of which may deteriorate or even be lost as a result of improper handling. After the products have left the company of the Seller or the company to be appointed by the Seller, the Seller has no further control or influence on the way the products are cared for.
- The Buyer shall be entitled to remove the products and packaging before and/or during loading of the products on the Seller's premises or at the cultivation company designated by the Seller, to inspect and check for, e.g., numbers, quality, size, weight and disease.
- The contractually agreed upon delivery date shall - if the Seller so desires - be determined in more detail with the Buyer shortly before the scheduled delivery date.
- Contrary to the provisions in art. 5 par. 2, if the Buyer takes or wishes to take delivery of the order before or after the contractually agreed upon date, all risks, including the risk of a possible loss of quality due to immaturity, insufficient size or a longer storage time, shall be borne by the Buyer from the date delivery was contractually agreed upon. In this regard, the Buyer expressly indemnifies the grower/Seller against any liability, except for intent and gross negligence on the part of the grower/Seller. Furthermore, the Buyer shall then be liable for the costs incurred by the Seller as a result of this early or late delivery, such as extra care costs, etc.
Art. 6 Packaging/carts/pallets
- One-off packaging shall be charged at the agreed upon price and shall not be taken back.
- The Seller is entitled to charge the Buyer for reusable packaging or other sustainable materials at the agreed upon price or, in the absence thereof, at the standard market price. This item shall be specified on the invoice.
- Carts, pallets, pallet boxes, crates and other types of returnable packaging must in good condition and must be exchanged immediately upon delivery at the expense of the Buyer or credited back to the grower's account within 14 days via Flora Holland at number 72439. If the Seller notices that this has not been done, he has the right to invoice the Buyer for the current rental price, being 0.08€ per plate per day and 0.35€ per CC per day. If it has been agreed that the Seller will collect the packaging and/or packing materials himself, the Buyer shall ensure that the packaging and packing materials are kept in good condition so that the Seller can handle them in the habitual way. Delivery of packaging materials, logistic tools, stickers, etc.: promptly (according to mutual agreement) and in good quality.
- The Buyer may not use the packaging, packing materials, roll containers and/or cc-carts for himself or allow third parties to use them.
- In the event of loss of or damage to cc-carts, roll containers, multi-use packaging, pallets etc., the Buyer is obliged to pay any repair or replacement costs and/or additional rental costs related to a late return to the Seller, at the rates of the container centre. The Seller's records shall provide conclusive evidence of the quantity of casks delivered by the Seller and in the possession of the Buyer.
Art. 7 Payment
- Unless otherwise agreed upon in writing, payment by the Buyer shall take place within 30 days after the invoice date. After this period, a monthly legal penalty interest on the entire invoice amount shall be due.
- The Buyer is not authorised to deduct discounts, irrespective of their nature, from the invoice amount. The Buyer is not authorised to off-set the amount against other payments due.
- Payments must be made by deposit or transfer to the bank account number specified by the Seller.
- Payment shall be made in Euro, unless otherwise indicated on the invoice.
- The Buyer shall not be permitted to suspend payment obligations, for example in the case of a complaint submitted to the Seller, unless the Seller expressly agrees to this in writing.
- If the Buyer defaults on one or more agreements concluded with the Seller, the Seller shall be entitled to suspend all his obligations and to dissolve all agreements entered into with the Buyer. In this case, the Seller shall be entitled to dissolve current agreements with the Buyer with immediate effect. As a result, the Seller shall not be liable for any damages incurred by the Buyer.
- The Seller shall at all times be entitled to set off his claims against any debtor against his payment obligations to that debtor.
- If the Buyer fails to fulfil his obligations, he shall owe the Seller all judicial and extrajudicial costs. These shall include all actual costs incurred by the hiring of lawyers and experts.
- All products delivered through this agreement, shall remain the property of the Seller until the purchase price and all related charges have been paid in full, and the Seller has no further claims on the Buyer on any other account. If, after conclusion of the agreement, the Seller deems to lack information on the guaranteed payment of the purchase price from the Buyer, the Seller may suspend his/her obligations and demand assurance of payment from the Buyer. The Buyer shall then be obliged, at the Seller's first request, to provide, within 24 hours and at his own expense, a bank guarantee acceptable to the Seller. If the Buyer fails to do so, the Seller shall be entitled to rescind the sales agreement and claim compensation in full.
- If the goods delivered by the Seller are no longer in their original form and/or packaging or if they have been processed into other products, a silent pledge on behalf of the Seller with regard to these goods will be in effect, until all dues that the Seller is entitled to claim from the Buyer, for whatever reason, have been paid in full.
Art. 8 Force majeure
- In the event of force majeure, the Seller shall be entitled to suspend fulfilment of his/her contractual obligations for the duration of the force majeure. If the duration or the severity of the force majeure – as evaluated by the Seller – is such that it becomes unavoidable, the Seller is entitled to terminate the sales agreement, insofar as it has not yet been executed, without legal intervention, and the Seller shall not be obliged to pay for damages incurred by the Buyer. The Seller may terminate the agreement, without compensation of damages, if the force majeure situation lasts longer than one month and/or the Seller can forecast that the force majeure situation will last longer than one month.
- Unless otherwise stipulated hereafter, force majeure shall be defined as any special circumstance which makes the fulfilment of the Seller's delivery obligation impossible or so problematic it cannot reasonably be required of the Seller, such as war, mobilisation, strike, labour disturbances, revolution, riot, storm, ice, flooding, pandemics, stagnation in the supply of electricity or water, industrial fire, transport issues, complete or partial crop failure, extreme weather conditions, abnormal drought or continuous and/or abnormal amounts of rain, acute disease in the crops, plagues of vermin, presence of unauthorised residue caused by third parties (drift, groundwater, etc.), etc. In addition, the Seller has the right to terminate the agreement, insofar as it has not been fulfilled, without any obligation to pay compensation for any damages, if government measures prevent the import, export or transit of the goods sold and/or make them financially more disadvantageous for the Seller and the Buyer is not prepared, upon first request, to reimburse the Seller for the disadvantage to the delivery of goods created by this measure.
- Force majeure applied to suppliers of the Seller, including growers, shall be considered force majeure for the Seller.
Art. 9 Complaints
- The Buyer must - on pain of forfeiture of all rights - at the latest before or during loading of the first means of transport at the Seller's company or at the cultivation company providing the goods designated by the Seller, express his complaints in writing, by e-mail or by fax, and suspend delivery. If the Buyer accepts the delivery without complaint, the Seller shall be deemed to have fulfilled his delivery obligation and the Buyer’s right to submit a complaint about the delivered goods shall expire, with the exception of the provisions stipulated in art. 9 par. 2.
- The Buyer must - on pain of forfeiture of all rights - submit a written complaint to the Seller about any hidden defects within 24 hours of their discovery, or the Seller shall be deemed to have fulfilled his delivery obligations.
- In the event of complaints by the Buyer, the loading of goods shall be halted for the duration stipulated in art. 9, par. 4.
- If the Seller does not accept the complaint in writing within 24 hours or does not reply within that time, the Buyer must, with the greatest possible speed, but within 24 hours thereafter at the latest, on pain of forfeiture of all rights of the Buyer, make a request, by fax and/or email, for independent expertise from Vereniging voor Agro-experten vzw, Aartrijksestraat 112, 8211 Aartrijke - Belgium. www.agroexperten.be If the Buyer has not requested expertise in time, the Seller shall be deemed to have fulfilled his delivery obligations. All disputes fall under the exclusive jurisdiction of the courts of the judicial district in which the registered office of the Seller is situated. Only Belgian law shall apply.
Art. 10 Liability
- Except in the case of intent or gross negligence on the part of the Seller, the Seller shall be excluded from liability for any damages suffered by the Buyer. In no case is the Buyer entitled to a compensation higher than the lowest of the following amounts: € 2,500 or the invoice amount for the delivered goods related to the damages incurred.
- The Buyer shall indemnify the Seller against all third-party costs and damages relating to the delivered goods, including recall costs.
Art. 11 Dispute resolution
- Any disputes arising out of or in connection with these General Conditions of Sale and Delivery, are within the exclusive jurisdiction of the courts of the judicial district in which the registered office of the Seller is situated. Only Belgian law shall apply.
Art. 12 Final provision
- All legal relations between parties shall be governed exclusively by Belgian law.
- Clauses in these Conditions of Sale that are contrary to mandatory national or international legislation shall be considered non-agreed. The other, non-conflicting provisions in these Conditions of Sale shall remain fully binding on the parties.
- The parties will, in the first case, then have to agree on substitute provisions which correspond as far as possible to that which was originally intended by the parties in the agreement.