Article 1 : Unless otherwise agreed upon, the goods are sold and accepted at the seller’s premises. The delivery takes place either by handing over the goods directly to the buyer, or by leaving the goods with a forwarding agent or a transporter in the buildings of the seller. The goods travel at the buyer’s risk, even when they are sent free carrier.
Article 2 : The goods are payable at the seller’s registered office. The payment by transfer to a bank account, by bill of exchange or by any other means of payment will not be considered as a waiver of these sales conditions or a novation.
Article 3 : Claims for latent defects are only admissible if they have been made by registered mail within 8 days after the delivery of the goods.
Article 4 : The seller may not be held liable if the non-performance of his obligations is attributable to a force majeure. Among others, the following circumstances are considered as force majeure : war, riots, partial or general strike, partial or general lock-out, epidemics, work accidents, fire, etc. A force majeure suspends any term of delivery and does not entitle the customer to any damages or to terminate the contract.
Article 5 : Payments must be in cash and without discount.
During the fulfilment of the contract the seller may request payment guarantees. If the seller does not obtain these guarantees, he may take all measures that he deems necessary to secure his interests.
In case of non-payment of an invoice on its maturity date, interest will be accrued automatically and without prior notice at the rate of 12% per annum. In case of total or partial non-payment of an invoice on the due date without reasonable grounds and after serving notice without any response, the balance of the debt will be increased by 15 % of the invoiced amount, with a minimum of 150,00 EUR and a maximum of 1900 EUR, even if days of grace have been granted.
Article 6 : The packaging is invoiced on an inclusive basis. Only the packaging of which the seller states that it is in good condition and can be used again, will be taken back by the seller. In such case the costs invoiced for the packaging will be paid back.
Article 7 : Undertakings made by Couplet Sugars SA will only be binding after confirmation on its behalf. The buyer will be bound even if he makes his orders orally. The communication of prices, tariffs, terms of delivery and sales conditions will not bind the seller, as long as they have not been expressly confirmed.
Article 8 : The buyer must collect an order within the contractual terms of delivery and according to the agreed quantities. The contractual terms of delivery are, unless otherwise expressly agreed, only approximate and will not bind the seller. Any delay will not entitle the customer to any damages or to terminate the contract.
Article 9 : Each agreement has to be considered as a whole, even if special delivery dates are fixed for certain quantities.
Article 10 : If the delivered goods are not in accordance with the ordered goods or in case of an admissible and founded claim for latent defects, the seller may at most be obliged to replace the refused goods at its costs. The seller will not owe in such a case any compensation, nor may any other sanction be imposed on him.
Article 11 : All disputes between the seller and the buyer may only be submitted to the juridiction of the courts at Tournai. The contract is governed only by Belgian law, with exclusion of the uniform laws drawn up by the diplomatic Convention of the unification of law governing the International Sale of Good held at the Hague in 1964.
Article 12 : The goods shall remain the seller’s property until their price has been fully paid. The buyer will not sell, process or alienate the goods, as long as they are the property of the seller.
Article 13 : If the buyer fails to fulfil his contractual obligations, the seller may without any notice, suspend his obligations or request termination of the agreement. It is sufficient that the buyer is informed about this by registered letter.
Article 14 : The present conditions shall apply unless both parties have agreed upon otherwise in writing. Should one or more elements of these general terms prove to be null and void, all other clauses will remain applicable. These terms have priority over the purchase terms of the buyer. In case of dispute concerning the interpretation of the present terms, the French version of these terms will prevail.
Article 15 : The goods shall remain the seller’s property until their price has been fully paid. The buyer must bear all risks. The down payments remain the seller’s property in order to cover possible losses in case of resale. In case of goods resale, which are seller’s property, even transformed, the buyer shall immediately transfer all the accounts receivable resulting from the resale.