GENERAL SALES CONDITIONS
Last update: August 2021
A. APPLICABILITY
- The current sales conditions are a written confirmation of what has been agreed upon at the conclusion of the underlying agreement.
- All divergent conditions (including any general terms and conditions of the customer) are considered unwritten, unless expressly accepted by Cand’Art. To the extent that there is express acceptance by Cand’Art, the current general conditions shall at least apply in an additional manner.
B. QUOTATIONS - ORDERS
- Quotations are made without any obligation on the part of Cand’Art. Agreements are only accepted by Cand’Art if they have been signed in writing by an authorized representative of Cand’Art.
- The information included in catalogs, advertisements etc., binds Cand’Art only insofar as the contract expressly states it.
- Orders are considered binding for the customer. If the customer's company name is used, the customer is in any case responsible for the impression created.
If Cand’Art's order confirmation contains any change or addition, or differs from the order in any way, then the contract is considered to be concluded on that basis, unless the customer declares not to agree with it within 8 (eight) days after receiving the order confirmation. - The customer has no right to cancel orders without the written consent of Cand’Art. This consent is subject to the payment of all damages caused by this cancellation. The damage suffered by Cand’Art is at least estimated at 20% of the selling price, without prejudice to Cand’Art's right to prove higher damages.
- The customer undertakes to inform Cand’Art about the legal regulations regarding transport, distribution, food safety, hygiene, and quality of the products. These regulations should be communicated in writing to Cand’Art at the time of order confirmation. Moreover, the customer undertakes to promptly notify in writing any changes to the aforementioned regulations to Cand’Art. Following this, Cand’Art will proceed to compliance with the relevant legal regulations. Any costs associated with this are for the account of the buyer. If either party has objections to the application of the modified regulations, it must inform the other party.
C. PRICES PAYMENT TERMS
- The purchase is concluded at the prices stated on the invoice. All prices are exclusive of taxes, VAT, and other costs (for example: transport), unless otherwise determined.
The prices are subject to increase if between the time of the order and delivery the wages or other components that can affect the prices (e.g., tax rates, social charges, raw material prices, energy costs, currency costs) have increased. - All invoices are payable in cash, unless otherwise specified. All payments must be made at the registered office of Cand’Art. Interest, discount, and collection costs are for the account of the customer, unless otherwise stated.
Invoices not disputed by registered letter within 8 (eight) days of their dispatch are considered as definitively accepted. - The eventual use of cheques (subject to the agreement of Cand’Art) or the permission of Cand’Art to draw bills of exchange to cover the agreed price will never be considered as a renewal of the debt of the original invoice, nor will it limit or change any "right of retention," agreement, or any territorial jurisdiction.
- In case of late payment, interest is charged by operation of law and without prior notice at the rate of 1% per month started, calculated from the due date.
In case of late payment, the invoice amount is also increased by 12% without prior notice, with a minimum of € 50.00.
Furthermore, lawyer fees can be charged to the customer and all non-matured invoices become due. - To the extent that the customer does not fulfill any payment conditions or other obligations, Cand’Art has the right to suspend its obligations.
Partial payments are first allocated to interest, penalties, and possible (lawyer) costs, and then to the oldest outstanding invoices.
Advances paid by the customer are acquired by Cand’Art for definitive title upon termination of the contract by the customer. - The customer assigns his current and future claims for payment against his clients to Cand’Art concurrently with the order, this under the resolutive condition of payment to Cand’Art.
- Unless otherwise agreed, the agents or representatives of Cand’Art are not authorized to collect the amounts owed by the customer.
D. DELIVERY
- Unless otherwise agreed, delivery will take place at the registered office of Cand’Art, always ex works, even if the delivery is carried out by Cand’Art. All shipping costs are at the expense of the customer. The shipment is at the risk of the customer.
- The delivery date mentioned on the order confirmation serves as an indication and is not binding for Cand’Art. A delay in the agreed delivery term cannot give rise to compensation or dissolution of the agreement.
- Partial deliveries are always permitted. If the execution of an order occurs through various deliveries, each delivery will be considered as a separate agreement. Over- or underdeliveries in relation to the agreed number are permitted if they do not exceed more or less than 10%. The additional or lesser quantity delivered will be charged or adjusted respectively.
- In case of refusal of acceptance or if there is a delay of the delivery as a result of a suspension for which the customer or third parties are responsible, storage costs can be charged to the customer, this without prejudice to Cand’Art's right to dissolve the agreement.
E. COMPLAINTS
- Complaints related to the quantity, quality defects or non-conformity must, under penalty of forfeiture, be communicated to Cand’Art upon delivery (in the case of visible defects) or within 8 days of their discovery (in the case of hidden defects). This should be done via a motivated, registered shipment, with confirmation of receipt, stating all relevant details, including order and invoice number, failing which Cand’Art may consider any complaint as inadmissible. Complaints related to non-visible defects must in any case be motivated and communicated to Cand’Art within 6 months from the date of delivery. A claim for non-visible defects must be instigated by the customer within 2 months after the discovery of the defect, and in any case within 6 months from the date of delivery. The customer agrees to enable, in the presence of Cand’Art, an objective control of the products, which, in the opinion of this customer are deficient, this at the expense of the customer.
- The customer undertakes to store the ordered goods in proper conditions, according to common standards and at least in a dry and well-ventilated place with a constant temperature, also taking into account the nature of the goods, all this on penalty of inadmissibility of any complaint from the customer.
- If the complaint is well-founded, Cand’Art's liability will be limited to the free replacement of the products that prove to be defective or the refund of the price of the sold products.
- Cand’Art's liability is in any case excluded when the damage would have been caused by the concurrence of a defect in the product and by the fault of the injured party or a person for whom the injured party is responsible.
- The notification of complaints does not give the customer the right to delay or suspend the payment of the price, not even partially, nor the right to cancel the entire order or delivery.
- Cand’Art is in no case responsible for incidental or consequential damage (including: damage to health, damage to property, financial loss, lost profits, personnel costs, damage to third parties, loss of revenue).
F. CUSTOMER DEFAULT
Cand’Art may, if a registered letter of formal notice remains without effect for 15 days, consider the contract as dissolved for the whole or for the unexecuted part, this without prejudice to the right to compensation of 20% of the invoice amount as compensation for expenses and loss of profits, without Cand’Art having to prove the existence or the extent of the damage. Cand’Art reserves the right to prove higher damage.
G. RISK - FORCE MAJEURE
The risk, including of external cause, chance or force majeure of the sold goods, passes at the moment of agreement on the conditions of the sale. Force majeure refers to any event over which Cand’Art reasonably has no control, including but not limited to strikes, lockouts, transportation disruptions, acts of war, fire, regulations or orders of the government or administration, supply difficulties, shortages of materials or lack of products for production, deficiencies of suppliers, etc.
H. RETENTION OF TITLE
- All goods remain the property of Cand’Art until full payment has been made for all invoice amounts, including legal (attorney) fees, interests, penalty clauses, and others.
- Cand’Art expressly reserves the right to reclaim these unpaid goods, wherever they may be located, without any recourse or objection from the customer.
- During this period, the customer assumes the duties and responsibilities of a custodian for the delivered products and thereby undertakes to safeguard and insure them against all causes of damage, destruction, theft, fire, loss, etc.
- The customer undertakes to immediately inform Cand’Art in writing about a possible bankruptcy or judicial composition of the customer or a seizure or depreciation of the sold products.
I. EXCLUSIVITY
The customer cannot claim any exclusivity (e.g., regarding the range or product) of their order, unless there is a prior written agreement from Cand’Art.
J. APPLICABLE LAW
All sales contracts between the parties, as well as these general sales conditions, are governed by Belgian law, excluding the Vienna Sales Convention.
K. INVALIDITY
If one or more of these conditions are unenforceable or invalid, this does not affect the remaining provisions, and the relevant provision(s) will be replaced by provision(s) that most closely reflect the intentions of the parties.
L. COMPETENT COURTS
Only the courts of the Antwerp district division Tongeren have jurisdiction to hear any disputes.
Quality from Belgium
