Article 1: Scope of application  
These general terms and conditions of Colruyt Food Retail nv, with its registered office at Edingensesteenweg 196, B-1500 Halle, VAT-BE-0716.663.615,Colex department, hereinafter referred to as 'COLEX', apply to all offers from, orders placed with and agreements with COLEX, to the exclusion of the customer's general terms and conditions, unless expressly agreed otherwise in writing. 
 
For the purpose of these general terms and conditions, the term 'customer' is understood in the broad sense: any natural person or legal entity, organisation or entity which, directly or via third parties, enters into an agreement or wishes to enter into an agreement with COLEX for the purchase or delivery of goods, the reception or provision of services, to carry out assignments, or which is involved in any other way in implementing any relationship with COLEX, irrespective of the nature, duration or form thereof. 
 
Should the customer's general terms and conditions nevertheless be declared applicable, these general terms and conditions shall always take precedence over conflicting or contrary provisions contained therein.Deviating and/or additional provisions are only binding when specifically accepted in writing by COLEX. 
 
Article 2: Offer and order 
COLEX's offer is aimed exclusively at trading companies wishing to make purchases for professional purposes only (B2B), to the exclusion of all private individuals.All offers, quotes and price quotations from COLEX are non-binding and without obligation, unless otherwise stated in writing and, if applicable, only for the period of validity specified in such statement.  
Although COLEX strives to ensure that the data in the product catalogue are accurate, no guarantee is given in this respect.    
COLEX shall be bound by an order only to the extent that it is placed in accordance with the provisions therein, and upon its written acceptance thereof, subject to the applicable payment terms.  
The customer must confirm each order in writing by (i) sending an e-mail to the COLEX e-mail address provided, if applicable via the order form or (ii) returning the 'pro forma invoice' referred to in the following paragraph, on time and validly signed.The customer is solely responsible for the accuracy of its order details. 
A document called a 'pro forma invoice' may be prepared by COLEX on its initiative; such a document is provided for information purposes only and in no way implies acceptance of the order by COLEX.However, if the customer returns such a 'pro forma invoice' validly signed to COLEX, COLEX shall consider it a valid order.Upon receipt of the order, COLEX shall confirm its acceptance thereof, where applicable, and any relevant terms in writing. 
If the importing country requires a certificate stating that the goods comply with the importing country's regulations (e.g.SGS, Veritas, Cotecna, etc.), the customer must request this in writing when ordering and notify COLEX.COLEX does not provide this on its own initiative.To the extent that COLEX agrees to provide such a certificate, which it is not obliged to do, it does so as executing agent and at the expense and risk of the customer.COLEX does not bear any liability for the content and effectiveness of certificates that may be issued by third parties at the customer's request. 
 
Article 3: Delivery 
Delivery can only be organised after receipt of either (i) an irrevocable documentary credit confirmed by a reputable European bank and approved by COLEX, or (ii) an unconditional bank guarantee issued immediately upon request that meets the approval of COLEX, provided for payment of said invoice by a reputable and creditworthy bank, or (iii) the receipt of payment by bank transfer or Swift payment (cf. Article 5 'Payment'). 
The terms of delivery (Incoterm) are stated on the pro forma invoice or on any other document agreed by both parties.In the absence of express agreement, the goods are delivered EX WORKS (EXW). 
Should COLEX take responsibility for contracting the carrier under the agreed Incoterm, it is subject to a best-efforts obligation in this regard.In such cases, delivery deadlines are always indicated approximately (indicative and not binding); COLEX is not liable for any loss of any kind that the customer might incur due to any delays in delivery insofar as these losses are not directly attributable to facts for which COLEX bears proven liability in accordance with Article 6.The customer bears the burden of proof in this regard. 
The articles are delivered in the packaging in which they are usually found in Colruyt stores, or in that in which they are delivered to Colruyt by its supplier(s).The presentation of the packaging may change.  
At the customer's request, the articles or some of them may be packed on pallets, subject to payment as stated in Article 4 ('Prices'). 
They will be collected at the agreed address by the customer who, unless it has expressly agreed otherwise, will be responsible, at its own expense and liability, for loading at the agreed address, subsequent embarkation, transport, etc., and who will bear the risk thereof. 
Unless otherwise so agreed, COLEX has no further commitment to load, embark, transport, etc.Should COLEX nevertheless voluntarily do so, this is as the executing agent of the customer, under the supervision and responsibility of the customer, and COLEX bears no cost or liability in this regard. 
As regards goods sold EXW or FCA Willebroek and therefore collected by or on behalf of the customer, COLEX shall notify the customer when the goods are available.The customer undertakes to collect the goods or have them collected on the agreed date, between 6 a.m. and 2 p.m.; failing this, it shall owe COLEX, ipso jure and without any reminder, compensation of €1 per pallet of storage space occupied by the products, and per calendar day, from the first day after the agreed date until the day of collection.COLEX shall not incur any liability in relation to the safekeeping of the relevant goods after the notification referred to above.For perishable items (i.e. goods with a limited shelf life, such as those included in the following non-exhaustive list: food (meat, fish, vegetables, fruit, raw milk from cattle, sheep and goats, other ingredients of animal origin, dairy products, drinks, other foodstuffs), plants, flowers, etc.), the compensation amounts to €2 per pallet of storage space occupied by the products and per calendar day. 
Furthermore, as of said notification, COLEX shall bear no liability for the storage of the goods in question, nor with regard to their freshness; it shall be entitled to remove from its warehouses products that spoil in the absence of collection by the customer and treat them as waste without owing any compensation to the customer.Invoices for the removal and/or disposal as waste shall be passed on to the customer.  
The customer undertakes to carry out or arrange for an inspection of the goods upon collection.If no written comments are made upon collection, the goods shall be deemed to have been received in good visible condition and in accordance with the quantity ordered.Complaints related to the order and not relating to visible defects or the quantity ordered must be made in writing to COLEX within two (2) days of receiving the goods.  
 
Article 4: Prices 
Quotes are always without obligation.  
The prices stated in the quote are those valid on the day the quote is drawn up.Prices remain valid for fourteen (14) days unless otherwise specified.Prices in catalogues (such as those on the COLEX website) are always purely indicative and no rights can be derived from them by the customer. 
Prices include only the packaging mentioned above in Article 3, paragraph 4, to the exclusion of all charges and taxes, transport, courier and insurance costs, unless otherwise agreed. 
COLEX charges an additional fee for one-way pallets, packaging materials and time necessary to pack items on pallets as requested by the customer. 
COLEX charges an additional fixed fee per document for any certificates and other export documents that it issues. 
Invoicing is exclusive of excise duties.It is exclusive of VAT (Value Added Tax) when applying the provisions of Article 39 et seq. of the Belgian VAT Code and its implementing regulations. 
Should VAT nevertheless be due because the delivery does not comply with the aforementioned regulations, this VAT is payable by the customer. 
Billing for CIF deliveries is exclusive of excise duty.The customer is responsible for the correct declaration and payment of excise duties. 
 
Article 5: Payment 
The customer shall pay the amounts invoiced by COLEX to the latter within the deadline and in the manner specified in the invoice.All invoices and receivables are in euros.If payment is authorised by COLEX in currencies other than euros as a term of payment, this shall be expressly indicated on the invoice.The customer bears the exchange rate risk and shall comply strictly with the payment instructions, including any exchange rate indicated.Any payment in currencies other than euros that may be made at an exchange rate other than the specified exchange rate shall immediately give rise to additional billing for late payment of the balance. 
All goods remain the property of COLEX until payment has been made in full, without prejudice to the terms regarding the risk of the goods. 
The customer shall pay COLEX either by irrevocable documentary credit confirmed by a well-established European bank, or by wire transfer or Swift payment, or in any other manner expressly agreed in writing subject to the provision of an unconditional bank guarantee immediately upon request from a well-established and creditworthy bank, in favour of COLEX, which covers the full amount of each invoice addressed by COLEX to the customer.  
If the provision of a bank guarantee immediately upon request is agreed on, the conditions of said bank guarantee(s) must be sent to COLEX for agreement at least three working days before the delivery, and COLEX must expressly approve these conditions before delivery becomes possible. 
The terms of the documentary credit must also be approved by COLEX before delivery.COLEX is entitled to change the above payment options and related terms and conditions for future orders; the customer shall be notified of these changes in advance. 
 
In the event of late payment by the customer (regardless of the chosen method of payment), interest and compensation shall be due ipso jure and without prior notice of default in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions.In any event, as of the day following the due date, interest shall be payable at the reference rate published by the FPS Economy increased by eight (8) percentage points, as determined in accordance with Article 5 of the aforementioned Act.
In addition, a fixed indemnity of €40 shall be payable to cover recovery costs, without prejudice to COLEX's right to claim additional reasonable recovery costs (such as lawyers' or collection agency fees) if they exceed this fixed amount.COLEX reserves the right to suspend ongoing deliveries or services in the event of non-payment until payment has been made in full, without this giving rise to any compensation on the part of the customer. 
 
Payment terms:
For new customers, the first order at least should always be paid 100% in advance.
Thereafter, the standard payment condition is CIF + CFR: 20% deposit, 80% upon arrival of goods
The Bill of Lading or other documents entitling the carrier to deliver the goods shall only be handed over once payment of the goods has been made in full.The acceptance of such documents before payment has been made in full always implies an express acknowledgement of the amount due by the customer.
Any additional storage costs, be it at the port of departure or destination or elsewhere, shall be borne by the customer, unless it can be proved that they were caused by events for which COLEX is liable in accordance with Article 6.  
Article 6: Liability - Warranty - Independence - Export 
Delivery to the customer is made to the address as per Article 3 above; COLEX shall not incur any costs, liability or risk after delivery to said address. 
COLEX provides no warranty in relation to the goods it supplies beyond that which is expressly required under applicable mandatory legislation.Nor does it guarantee that these goods comply with the regulations of the importing country.Moreover, COLEX does not provide any guarantee regarding the conformity of the packaging, instructions for use, leaflets, necessary certificates and attestations, etc.with the regulations and/or customs in the country of destination. 
In addition, no compensation shall be paid for damage caused to persons because a product failed to provide the safety they were entitled to expect if this damage was caused either by a defect in the product or by the fault on the part of the victim or of a person for whom the victim is responsible. 
Strictly subsidiarily, the guarantee it provides for hidden defects is always limited to payment of compensation amounting to five per cent of the value of the goods concerned. 
Compensation for all other direct damage and any indirect damage, financial and commercial losses, loss of profit, increase of costs, disruption of planning, loss of expected profit, capital, clientèle, etc. is in any case excluded; all claims by a third party against the customer shall under no circumstances give rise to compensation or intervention. 
Unless otherwise agreed, the customer must ensure that all necessary formalities for the export of the goods from Belgium are fulfilled, without COLEX being obliged to obtain any licence or fulfil any formality with a view to export.The customer is liable for all consequences arising from its failure to export the goods that it says are intended for export, and must indemnify COLEX in this regard. 
The customer must provide COLEX with the relevant supporting documents as soon as they are in its possession.Failing this, COLEX shall hold the customer liable for all consequences thereof. 
Certificates of origin and health, thermal certificates, certificates of analysis, etc. shall be provided by COLEX at the customer's request.COLEX does not provide phyto-sanitary certificates; if such certificates are provided by COLEX or in its name and/or on its behalf or in general by any independent body at the request of COLEX, COLEX assumes no responsibility for their content. 
Customers who export/import 'Green Dot' packaging to any country outside Belgium must access the relevant management systems or comply with all regulations in any other way in countries where these green dots give rise to rights. 
In general, the customer is responsible for complying with the obligations regarding environmental and other regulations applicable to the products and packaging, instructions for use, leaflets, required certificates, etc.COLEX does not accept any responsibility in this regard. 
COLEX's liability for breach of contractual obligations is limited to cases of damage due to intent, fraud or gross negligence on the part of COLEX.  
As regards the agreement with the customer, the extra-contractual liability of COLEX and its assistants is expressly excluded. 
Any claim against COLEX lapses ipso jure if the claim is not brought before the competent court within a period of six (6) months from the date when the customer became aware or could reasonably have become aware of the facts on which the claim is based and in any case - if goods were delivered - at the latest one (1) year after the delivery of the goods. 
 
Article 7: Risks - Force majeure 
The risks associated with the goods pass to the customer in accordance with the Incoterm used. 
Unless otherwise expressly agreed in writing, the customer shall insure the risks at its expense. 
COLEX shall not be liable in cases of force majeure, accident or act of a third party, or late, incorrect, defective, incomplete or lack of delivery on the part of COLEX's supplier(s). 
Force majeure includes, but is not limited to, war, riots, terror, general or partial strike or lockout, operating accidents, extreme weather conditions, fire, pandemics, infectious diseases, entire crop failure, the unforeseen non-compliance of COLEX's suppliers with their obligations, abnormal drought or continuous and/or abnormal amounts of precipitation and/or frost, disease in the crop, pest infestations, bankruptcy of suppliers, disruptions affecting electricity, internet, computer network or telecommunication facilities, government measures (including, but not limited to, a trade boycott or embargo with regard to the goods to be delivered or any component thereof), general transport problems or delays in transport.  
In the event of force majeure, COLEX has the right, at its discretion and at any time, with immediate effect, ipso jure, without prior judicial intervention, without prior notice of default and without payment of any compensation whatsoever, to suspend delivery or terminate the agreement with the customer. 
 
Article 8: Delivery in excise duty and VAT warehouse within Europe 
If the customer requests to be allowed to receive delivery in its bonded warehouse, it must provide COLEX with its approval number. 
COLEX uses this approval number to check whether this bonded warehouse is correct and is properly authorised. 
The customer shall indicate its approval number on every order. 
If the customer waives its recognition as a recognised bonded warehouse keeper, or loses this recognition, if this recognition is suspended or changed in any other way, it must inform COLEX of this immediately by registered letter.The customer accepts the EAD (Electronic Administrative Document) via the EMCS web application. 
The customer shall be liable for all losses suffered by COLEX due to the non-acceptance or non-discharge of any EAD; inter alia, the excise duty amounts paid by the customer to COLEX, if any, may in such cases be withheld by COLEX to settle the excise duty. 
 
Article 9: Suspension - Early termination 
All agreements between the customer and COLEX form part of a single, overall contractual relationship.If the customer fails to fulfil its obligations under one agreement, COLEX may suspend the further performance of both the relevant and the other ongoing agreements.  
COLEX is also entitled to terminate all agreements with the customer with immediate effect, ipso jure, without prior notice of default and without payment of any damages should the customer fail to pay undisputed invoices more than two (2) months after their due date, should the customer have applied for a court composition or any form of deferred payment, be subject to conservatory measures, or be in a state of bankruptcy or manifest insolvency or in a similar situation that may bear a different name under its legal system. 
Upon termination of any agreement, all claims of COLEX against the customer shall become due and payable immediately, ipso jure, and the customer shall owe COLEX fixed compensation equal to 10% of the price stipulated in the agreement, without prejudice to COLEX's right to higher compensation as long as proof of higher loss actually suffered is provided.Amounts already invoiced by COLEX prior to dissolution shall remain due in full.   
 
Article 10: Privacy 
The use of the service described in these general terms and conditions may require the collection and processing of the customer's personal data.COLEX attaches great important to the protection of the customer's personal data.COLEX therefore makes a point of protecting these data to the fullest extent possible and, when using these data, always safeguarding the customer's rights in accordance with the applicable rules on privacy and personal data protection.
COLEX processes the customer's personal data for purposes and legal grounds described in COLEX's Privacy Statement.The Privacy Statement can be accessed online https://www.colex-export.com/colexand can be requested via Customer Service.This Privacy Statement may be amended from time to time. 
The customer undertakes to inform COLEX in a timely manner of any change regarding its usual e-mail address, identification and address details in order to allow COLEX to provide a proper service. 
 
Article 11: Miscellaneous provisions 
a. COLEX acts exclusively as a supplier to the customer.The customer acts in its own name and on its own behalf at all times and cannot in any way be considered or interpreted as being a representative, distributor, agent, commission agent, commercial partner or any other form of intermediary of COLEX. 
The customer is not authorised to: (i) represent, commit or bind COLEX in respect of third parties; (ii) make representations, undertakings, warranties or commitments on behalf of COLEX; (iii) change or communicate prices, terms and conditions or commercial proposals of COLEX as if they originated from COLEX; 
(iv) create any appearance of authority or mandate. 
Any conduct or communication by the customer contrary to this provision shall be deemed to have been made without the knowledge and consent of COLEX.COLEX cannot be held liable for this in any way. 
Orders placed by the customer are merely purchases of goods or services from COLEX and do not create any structural obligations for COLEX. 
The customer undertakes not to mislead third parties about its status and not to create the impression that it is acting on behalf of COLEX. 
b. Should any provision in these terms and conditions be invalid, this shall not affect the remaining provisions thereof, which shall remain in full force and effect.The sentencing court may moderate clauses that it considers excessive or manifestly unreasonable, while respecting the original purport as this may appear from the clause. 
 
Article 12: Intellectual property rights 
All intellectual property rights, trade secrets and know-how relating to the goods, documentation, recipes, materials and other creations provided by COLEX shall at all times remain the exclusive property of COLEX or its licensors.The customer is not permitted to make any use of these intellectual property rights, trade secrets or know-how, including but not limited to reproducing, modifying, distributing, disclosing, renting, selling or otherwise exploiting them, without prior written consent from COLEX.Nothing in the agreement with the customer or in the fulfilment thereof shall be construed as granting a licence or any other right of use. 
 
Article 13: Applicable law - Competent courts 
a.These general terms and conditions and any contractual or extra-contractual legal relationship between COLEX and the customer, including any dispute relating to or arising from them, are exclusively subject to Belgian law.The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention) is thereby entirely excluded. 
The courts of Antwerp, Belgium, have sole jurisdiction to hear any disputes between COLEX and the customer and all disputes related to the interpretation, application and fulfilment of any agreement between them. 
b.Alternative jurisdiction and applicable law: Without prejudice to the above, the customer expressly accepts that COLEX is additionally entitled - without being under any obligation to do so - to bring disputes before the local courts in the country where the customer is located, if necessary applying local law.  
 
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These terms and conditions may change from time to time.With every new offer, order or agreement, the customer undertakes to take note of the most recent version of the general terms and conditions, as also published on www.colex-export.com