General Terms and Conditions of sales

 

1. Field of application

Any offer is made without commitment. No amendment shall override these general terms and conditions unless formally agreed to in writing by persons authorized to do so by COSUCRA Groupe Warcoing S.A. (hereinafter referred to as the “Seller”).

By ordering, the Buyer accepts that these above-mentioned general terms and conditions take precedence over any of his own terms and conditions and gives up the right to have his own general terms and conditions supersede them.

2. Purchase confirmation

All offers are valid during 15 workdays. The purchase order shall be considered established only after the order form is signed or the Buyer receives a written acknowledgement of the order by the Seller within five workdays of its dispatching.

3. Price

Unless expressly written, all prices quoted are net and exclusive of any value added tax, import taxes or any other duties or extra charges (such as transportation or
insurance costs).

The price for packaging is calculated as a set price. However, any packaging considered by the Seller to still be in good condition and re-usable shall be taken back. In such cases, the fees paid on account for such packaging shall be refunded. Price and quantities mentioned in the offer may be subject to changes before delivery due to circumstances related to the quantities of harvested raw materials. Any decrease in yield per hectare of over 5 % may be reflected in prices or quantity changes. In the case where the prices or quantities differ by more than 10% as regards the prices and quantities mentioned in the offer, the Buyer may unilaterally terminate the contract by simple written notification to the Seller within 8 days of having received the notice of revised prices and quantities

4. Force majeure

The Seller shall not be liable for any failure to fulfil its obligations if such failure is due to a case of force majeure such as a war, riots, general or partial strikes or lock-outs,
an epidemic, operating accidents, fire, etc. Such a case of force majeure suspends any shipment delivery period but does not entitle the Buyer to cancel the order or claim damages.

5. Delivery, transportation and risks

Indicated delivery times are only approximate and not a formal commitment. The Buyer may not claim any compensation due to any delivery delay. Goods are delivered ex-works (Incoterm EXW), from the warehouses of the Seller.

Expenses resulting from a postponed delivery following a request or instruction of the Buyer is the sole responsibility of the Buyer and may be charged by the Seller.

It is the Buyer’s responsibility to have the purchased goods insured at his expense. Whenever transportation is not made by the Buyer or a carrier he has designated, the transportation mode, dispatching and packaging shall be determined by the Seller in good faith without incurring any liability except in the case of fraud.

In the case of loss, defect, or damage, etc. the claim must be made to the carrier by the Buyer without it giving any right, for any reason, to refuse, decrease or delay a payment to the Seller.

6. Limitation of guarantee

The Seller only warrants that the goods sold shall conform to Seller specifications according to authorized allowances.

In case of non-conformity, the liability of the Seller shall be limited, in all cases, to a maximum amount of 1,250,000 Euros for tangible and intangible damages without the Buyer claiming any other compensation whatsoever.

7. Grievances

The Buyer or its carrier has the duty to control delivered goods and packaging at the moment of delivery and inspect for possible non-conformity and visible defects.

Any complaint must be sent by registered post to the Seller specifying the nature and motive of the complaint. To be valid, any complaint must be sent within 3 workdays of the discovery and up to a maximum of 2 months after the delivery. A transmitted complaint does not cancel the Buyer’s obligation to pay.

8. Payment

Invoices are payable at the Warcoing office and in cash. Failure to pay by due date enables by right, and without prior notice, for COSUCRA Groupe Warcoing S.A. to
charge a late-payment interest of 1% per month on the unpaid balance. Any other outstanding payment would become receivable as well and further deliveries would be suspended until past due balance has been cleared in full. The complete or partial non-payment of a due amount enables by right and without prior notice, for COSUCRA Groupe Warcoing S.A. to charge a penalty clause of 10% on the due amounts with a minimum amount of 250 €.

Handing in checks or bills of exchange shall never be considered as a payment but only as a means of possible credit to be accepted by the Seller as a settlement guarantee. In no case does this bring a change to or dispense from abiding to the present general terms and conditions of sale.
If the Seller ascertains that the Buyer’s credit is dwindling, the Seller may, even after partial contract compliance, demand guaranties for the satisfactory performance of prior contract commitments. Refusal to satisfy this condition gives the Seller the right to terminate the contract. 

9. Cancellation by Buyer

In case of a unilateral cancellation by the Buyer, of non-payment by due date or nonpick up of goods, the Seller may notify the contract as being terminated by registered
post. In which case, the Buyer shall pay a set compensation amount of 30% of the
total contract amount to cover loss of earnings and fees.

10. Reservation of ownership

In case of sale, the transfer of property shall be postponed until full payment of capital, interests and fees has been made. The Buyer commits irrevocably not to sell, to transform, to incorporate or transfer the goods, which remain the property of the Seller until their full payment.

11. Applicable law – Competent courts

In the event of any dispute regarding these general terms and conditions, the courts of Tournai shall have sole jurisdiction. These courts shall only be governed by Belgian law except for the Convention on the law applicable to international sales of goods.

12. Interpretation of General Terms and Conditions of Sale

This present document is a translation. The original general terms and conditions of sale in French are available upon request. In case of dispute on the interpretation of our general terms and conditions of sale, only the French text shall prevail.

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