General Terms & Conditions
Article 1: GENERAL
1.1 In the present general terms and conditions, the company 'Salud Foodgroup Europe B.V.' shall be mentioned hereafter as 'SFE'. The client shall be understood to be: each and every natural person / legal person with whom SFE enters into an agreement or who places an order with SFE or to whom SFE makes an offer.
1.2 The present general terms and conditions shall form a part of all the agreements and shall apply to all (other) acts and legal acts between and on the part of SFE and client.
1.3 If, and in so far as an agreement, an offer or a tender contains any stipulations to the contrary of the present general terms and conditions, without the applicability of the present general terms and conditions explicitly being excluded, the remaining stipulations of the present general terms and conditions shall explicitly remain in force.
1.4 The applicability of the general terms and conditions and/or special conditions of the client shall be excluded, unless SFE has accepted the applicability of such conditions in writing.
Article 2: CONCLUSION OF THE AGREEMENT
2.1 All tenders, offers and order confirmations shall be valid for a period of thirty days, unless stated otherwise in the offer, and can be withdrawn by SFE within two working days from receipt of acceptance.
2.2 All tenders, offers and order confirmations shall be based on data available to SFE the moment they are made. If any changes occur in connection with the circumstances on which SFE based aforementioned tenders, offers or order confirmations, SFE shall be authorised to factor said changes into the execution of the agreement or to adjust the prices, all this without prejudice to the stipulations of the preceding section.
Article 3: REPRESENTATION
3.1 Agreements entered into on behalf of SFE shall only be binding on SFE if they have been entered into or confirmed by the director authorised to that effect or by the latter’s authorised representative holding a written power of attorney to that effect. Said confirmation shall have to be in writing and explicit.
3.2 Only SFE can invoke any violation of the authority to represent the company referred to in section 1.
Article 4: TERM OF DELIVERY
4.1 Terms of delivery and conditions referred by SFE shall be free of obligation and not firm dates in the sense of the law.
4.2 The exceeding of any term of delivery by SFE shall only result in default on the part of SFE if SFE has been given notice of default in writing by the client following expiry of the term of delivery, having due regard to a reasonable term to comply with the agreement, and still fails to deliver within said reasonable term.
4.3 SFE shall be at liberty to make deliveries in batches (partial deliveries), which can be invoiced separately; the client shall then be under the obligation to pay in accordance with the stipulations of article 6 of the present general terms and conditions.
4.4 If the agreement is dissolved due to a cause for which SFE cannot be blamed and which is not for the account and risk of SFE, SFE shall be entitled to recover the damage thus sustained by it from the client, which said damage shall be estimated to amount to at least 30 percent of the performance to be put in by the client.
4.5 Without prejudice to the stipulations regarding force majeure, a potential obligation on the part of SFE to pay damages in the event of non-delivery, overdue delivery or faulty delivery shall have been complied with in full if SFE delivers as yet or if delivery is not possible, through payment of an amount equalling maximum the price agreed upon.
4.6 The client agrees and accepts products according - by SFE given - technical product specification.
Article 5: PRICES
5.1 All SFE prices shall be exclusive of turnover tax, transport costs and delivery costs.
5.2 Prices shall be free of obligation and can be adjusted at all times by SFE in accordance with and without prejudice to the stipulations in section 1, if the prices of materials and raw materials have increased or if other circumstances have arisen that justify an adjustment of the price.
Article 6: PAYMENT
6.1 The client shall have to effect payment without deduction, suspension, discount or set-off within the terms agreed upon.
6.2 SFE shall at all times be at liberty if it has good grounds to fear that the client shall not comply with his obligations, to demand security from the client for compliance with his obligations, prior to delivering or continuing to deliver.
6.3 If the client fails to comply with any obligations to pay as referred to hereinabove, SFE shall have the right to suspend all of its obligations by virtue of the agreement as well as those by virtue of other similar engagements vis à vis the client.
6.4 Payments made by the client, shall first be deducted from the client’s obligation to pay damages, then from the obligation to pay the interest and costs owed and finally from the principal owed according to the invoice.
Article 7: DEFAULT
7.1 The client shall be in default without any notice of default being required, the moment he does not comply or does not comply in a timely manner with any exigible performance resulting from the agreement (including the present general terms and conditions) vis à vis SFE.
7.2 The exceeding by the client of any term resulting from the agreement (including the present general terms and conditions), shall immediately result in default on the client’s part.
7.3 Without prejudice to its right to claim compliance with the agreement, the further performance of the agreement or the dissolution of the agreement, SFE shall furthermore have the right, the moment the client is in default, to claim damages for the damage sustained by it due to said default on the client’s part, which said damage shall be estimated to amount at least to 20% of the value of the performance to be put in by the client.
7.4 If the client does not comply in a timely manner with his obligations to pay a sum of money, he shall owe SFE an interest of 1% per month on the amount then owed from the moment the default commenced, whereby a part of a month shall have to be regarded as a whole month.
7.5 The moment the client is in default, all claims SFE has on the client, shall be immediately claimable without reservation.
7.6 Regardless default, SFE shall have the right to dissolve the agreement if there is reasonable ground to assume that the client shall not comply with his obligations, shall go bankrupt or shall apply for suspension of payments, all this without notice of default or judicial intervention and without prejudice to other rights vested in SFE such as the right to damages.
Article 8: RETENTION OF TITLE
8.1 Despite the actual delivery of the goods delivered, they shall remain the property of SFE until the client has complied with all of his obligations vis à vis SFE pursuant to the agreement, including the purchase price, potential additional charges owed further to the present general terms and conditions or the agreement, interest, taxes, costs and damages.
8.2 The goods delivered by SFE shall be fully for the client’s account and risk as from the moment of delivery, all this without prejudice to the stipulations in section 1. In the event of delivery at the place of business of SFE, the delivery shall in any case be made five days after the client has been notified that the goods to be delivered are at his disposal at SFE, from which said moment onwards, SFE shall keep the goods in its custody for the client.
8.3 SFE shall be entitled to charge the custody charges, which shall amount to at least € 100 per (part of a) day, to the client, if the latter has not collected the goods within said term of five days.
8.4 The moment the client fails in any way to comply with his obligations vis à vis SFE, SFE shall have the right to take aforementioned goods back without any judicial intervention, without prejudice to other rights resulting for SFE from the failure on the part of the client to comply with his obligations. Costs to be incurred by SFE to take back aforementioned goods, shall be for the client’s account and shall amount to at least 20% of the value of the goods taken back.
8.5 Client shall not in any way be allowed to make use of the goods referred to in section 1 without the written consent to that effect of SFE in the sense that the client shall not be allowed to sell the goods, to make them available to a legal person, to pledge them or to otherwise encumber them.
Article 9: COLLECTION
9.1 If SFE proceeds to collection measures in order to obtain claimable debts from the client, all the corresponding costs, both judicial and extrajudicial, including costs of the proceedings and legal assistance costs, shall be for the client’s account.
9.2 The costs referred to in section 1, shall amount to at least € 250, but if they result in a higher amount, they shall in any case amount to 15% of the value of the performance to be put in and/or put in by the client, regardless whether or not said costs have actually been incurred by SFE, to be increased by the turnover tax due on them.
9.3 Each and every amount received from the client, shall first of all serve to pay the debts the client may have vis à vis SFE in respect of which SFE has not stipulated a retention of title or in respect of which the goods delivered cannot be returned under retention of title. Then, each and every amount received from the client, shall serve to pay all the interest and costs as referred to in the present article and in article 8 potentially owed.
Article 10: COMPLAINTS
10.1 Complaints about the delivery and/or the invoice amount shall have to be received by SFE not later than 72 hours after the date of delivery or after the date on which the fact the client invokes, occurred, on penalty of lapse of all rights of the client. The onus of proof that a complaint has been filed in due time, shall rest with the client.
10.2 A complaint must be filed with SFE in writing exclusively, accompanied by an extensive and clear description of the objections and the defects established.
10.3 Complaints as referred to in the first section shall not suspend the client’s obligation to pay.
10.4 A shortcoming in the performance of the agreement established by the client or defects relating to the performance put in, shall never entitle the client to refuse or to return the goods delivered by SFE.
10.5 The client shall be under the obligation to give SFE the opportunity to remedy the defects.
Article 11: PRESCRIPTION
11.1 To the extent not otherwise provided for in the present general terms and conditions, the client’s rights of action and other powers vis à vis SFE by any virtue whatsoever, shall in any case lapse one year from the moment the existence of said rights and powers became known to the client or could have been known to him in reason.
Article 12: FORCE MAJEURE
12.1 If circumstances arise beyond the control of SFE, regardless whether or not they could already have been foreseen the moment the agreement was concluded, of such a nature that SFE cannot be demanded in reason to comply with the agreement. SFE shall have the right to wholly or partially cancel the agreement, without being held to pay any damages.
12.2 The following shall be understood to be, among other things, circumstances as referred to in section 1: war and risk of war, strike, demonstrations, acts of war, riots, terror, floating ice, floods, water damage, storm, fire, interruption of operations, accidents, shortage of staff, import and/or export prohibitions, measures imposed by Dutch or foreign authorities and furthermore all (other) circumstances such as fluctuations in the exchange rate, that render the agreement more troublesome and/or more costly for SFE than it was the moment the agreement was concluded.
12.3 If SFE is permanently or temporarily unable to comply with the agreement as a result of an imputable failure or not on the part of one or several of its suppliers, compliance with the agreement cannot be demanded in reason and SFE shall not be held to pay any damages.
Article 13: INTELLECTUAL PROPERTY
13.1 The ownership of and all the industrial and intellectual property rights to designs, drawings or sketches, formulae, descriptions, models, (corresponding) specifications and/or documentation, as well as all other pieces of work, shall at all times be vested in SFE.
13.2 All costs to be incurred by SFE due to an infringement of industrial and/or intellectual property rights vested in SFE, shall be for the client’s account.
Article 14: LIABILITY AND INDEMNIFICATION
14.1 SFE shall never be liable for any damage sustained by the client and/ or any third party, including consequential damage, immaterial damage, industrial or environmental damage.
14.2 SFE shall not be liable for the transport of food products by the client or any consequences thereof, including in the event the transport is executed using material supplied by SFE.
14.3 SFE shall not be liable for any acts or omissions on the part of any third party whose services SFE calls in for the execution of an agreement.
14.4 To the extent SFE can be deemed liable by any virtue whatsoever, and SFE is held to pay damages, the overall liability of SFE shall be limited to the compensation of direct damage up to maximum the amount of the price paid on the basis of said agreement.
14.5 Subject to the event the damage is caused due to gross negligence / intent on the part of SFE or liability results from title 3 Section 3 Volume 6 of the ‘Burgerlijk Wetboek’ (the Netherlands Civil Code), the client shall indemnify SFE against each and every claim lodged by any third party, relating directly or indirectly to the (use of the) products and shall compensate SFE for all the damage, including (legal) consultancy costs, SFE sustains and /or incurs as a result of such claims.
Article 15: CHOICE OF LAW AND COMPETENT COURT
15.1 Dutch law shall apply to the agreement and the present general terms and conditions.
15.2 To the extent not otherwise provided for by mandatory provisions, all disputes arising from the agreement and the present general terms and conditions, shall be settled by the competent court in the district in which SFE actually has its registered office in the Netherlands.
Article 16: PRIVACY STATEMENT