GENERAL SALES CONDITIONS COLEX
The present general conditions of N.V. Etablissementen Fr. Colruyt, with registered office in B-1500 Halle, Edingensesteenweg 196, BTW-BE-0400.378.485, hereinafter referred to as 'COLEX' apply to all offers, orders and agreements, to the exclusion of the general conditions of the customer, unless explicitly agreed on differently.
Article 2: Order
COLEX's offer is exclusively targeted towards traders who wish to purchase goods for professional purposes.
The customer must confirm each order in writing by means of an email or by signing and returning the "pro forma invoice" mentioned in the next paragraph.
A document called 'pro forma invoice' can be drawn up by COLEX at its Initiative; such a document only has an informative value and does in no way mean that COLEX accepts the order. However, if the customer validly signs such a "pro forma invoice" and sends it back to COLEX, COLEX will consider this a valid order.
If the country of import requires a certificate certifying that the goods comply with the regulations of the country of import (e.g. SGS , Veritas, Cotecna,...), the customer must request this at the time of the order and report this to COLEX. COLEX does not provide this of its own accord.
Article 3: Delivery
Delivery is only mandatory after having received either an irrevocable documentary credit confirmed by a well-known European bank and approved by COLEX, or an unconditional bank guarantee on first request that meets with the approval of COLEX, provided for payment of said invoice by a reputable and creditworthy bank, or payment by bank transfer, swift or cash (cf. article 5 below).
The delivery stipulation (incoterm) is mentioned on the pro forma invoice or on any other document both parties agree on.
The delivery time frames are approximate; COLEX shall not be liable for any damage suffered by the customer as a result of the delivery not being made in time.
The articles are supplied in the packaging in which they can usually be found in the Colruyt stores or in the packaging in which they are supplied to Colruyt by its supplier(s). The layout of the packaging can change.
At the customer's request, the articles or part of them can be packed on pallets, provided that payment is made as indicated in article 4.
They are collected at the delivery address agreed on by the customer who will take care of loading, shipping, transport and so on at his own expense and liability, unless otherwise mentioned on the pro forma invoice.
Unless otherwise agreed on, COLEX does not have any commitment for loading, shipping, transport, etc. If COLEX were to proceed to doing this voluntarily, it does not bear any cost nor liability in this respect.
For goods picked up at FCA Bornem, COLEX will inform the customer as soon as the goods have arrived at its warehouse. By this message the goods are considered to be delivered.
The customer commits himself to collect the goods at the date agreed on between 6 am and 2 pm or to have them collected; in default thereof he owes COLEX damages of 1€ per pallet of storage room occupied by the products and per calendar day ipso jure and without any summons as from the 1st day after the date agreed on until the day of collection.
COLEX does not contract any liability with regard to the storage of the goods concerned after the message mentioned above. Insofar as rapidly perishable food products are concerned (= goods with limited shelf life, such as in the following non-exhaustive list: food (meat, fish, fruit, vegetables, raw milk from cows, sheep and goats, other raw material of animal origin, dairy products, beverages, other foods), plants, flowers, etc.), the damages due amount to 2€ per calendar day and per pallet of storage room occupied by the products.
Moreover, as from said message, COLEX does not contract any liability with regard to the storage of the goods concerned, nor with regard to the freshness of the goods; it is entitled to remove products that decay because the customer did not collect them from its warehouses and process them as waste without being due any compensation to the customer. The removal and/or disposal of the products as waste will be invoiced to the customer.
The customer commits himself to report complaints related to his order in writing to COLEX within 2 days after having taken delivery of the goods.
Article 4: Prices
- Offers are always free of obligations
- The prices mentioned in the offer are the ones that apply on the day the offer was drawn up.
- The prices remain valid for thirty days unless otherwise agreed on.
- The prices include only the packaging mentioned above in article 3 paragraph 4 to the exclusion of all charges and taxes, transport, carrier and insurance costs unless otherwise agreed on.
- One-way pallets, packaging material and time needed for packing the articles on pallets, if requested by the customer, are charged extra by COLEX.
- If COLEX issues certificates and other export documents, it will charge an additional lump sum per document.
- Invoicing is done exclusive of excise duties. It is done VAT extra in application of the provisions of article 39 and following of the VAT code and of the regulations for implementation thereof.
- If it were to turn out that VAT is due anyway because the delivery does not comply with the aforementioned regulations, COLEX shall recover this VAT from the customer.
- In case of a CIF delivery, invoicing is done excise duties extra. Payment of these excise duties is the responsibility of the customer.
Article 5: Payment
The customer shall have to pay the amounts invoiced by COLEX within the term mentioned on the Invoice at the latest.
The customer pays COLEX either by an irrevocable documentary credit confirmed by a renowned European Bank, or by bank transfer or swift payment, or in any other way provided that an irrevocable bank guarantee upon first request is provided by a renowned and creditworthy bank to the credit of COLEX, which makes it possible to cover the entire amount of each invoice COLEX addresses to the customer.
If the provision of a bank guarantee upon first request is agreed on, the conditions of said bank guarantee(s) must be communicated to COLEX for agreement at least three working days before the delivery, and COLEX must explicitly approve them before delivery shall be possible.
The conditions of the documentary credit must also be approved by COLEX before the delivery.
If the term set for payment is exceeded (regardless of the chosen mode of payment), the customer shall be due an interest of 7% of the unpaid amount per year ipso jure and without summons. Moreover he shall be due a lump compensation of 10% of the amount concerned, with a minimum of 25 € per invoice ipso jure and without summons if 1 month after the said expiration date, the invoice concerned is still not (completely) paid.
Terms of payment:
For new customers, the first order must always be paid 100% in advance.
Afterwards, the standard term of payment applies: CIF + CFR: 20% in advance, 80% when the goods arrive.
The Bill of Loading will be handed over only after 100% payment of the goods.
Possible additional storage costs to be paid to the port, are at the customer's expense.
Article 6: Liability - Guarantee - Autonomy - Export
COLEX only acts as a supplier with respect to the customer; the customer can in no way be considered to be a representative in any way whatsoever of COLEX.
The delivery to the customer is done at the destination as set forth in article 3 above; COLEX does not incur any costs or contract any liability or risk after the delivery at said address.
COLEX does not provide a guarantee with regard to the goods it supplies. It shall not guarantee conformity of the goods with the regulations of the country of import either. COLEX does not provide any guarantee either with regard to the conformity of the packaging, the directions, information leaflets, required certificates, etc. with the regulations and/or customs in the country of destination.
Damage caused to people because a product did not offer the safety one is entitled to expect, is not compensated either if it was caused by a flaw in the product as well as through the victim's fault or through the fault of a person for whom the victim is responsible.
Strictly subsidiarily its guarantee for hidden flaws is restricted to the payment of compensation in the amount of five per cent of the value of the goods concerned.
Is excluded in any case, compensation for all other direct and indirect damage, financial and commercial losses, loss of earnings, increase in costs, disturbance of planning, loss of expected profit, capital, customers, etc.; shall in no case give cause for compensation, all claims submitted against the customer.
Unless otherwise agreed on, the customer must attend to the necessary formalities for the export of the goods from Belgium, without COLEX being held to obtain any permit or attend to any formalities with a view to the export. The customer is liable for the consequences resulting from the fact that he does not export the goods he destined to export by his own account and he must protect COLEX against this.
The customer must submit the documents to prove this to COLEX as soon as they are in his possession. In default thereof COLEX shall hold the customer liable for all the consequences.
At the customer's request, COLEX delivers certificates of origin and health, thermal certificates, analysis certificates, etc. COLEX does not deliver phytosanitary certificates; if COLEX does deliver such certificates in its own name and/or at its own expense or if any independent organisation does so at COLEX's request, COLEX shall not bear any responsibility as to their content.
The customer who exports/imports packagings with a 'green dot' to any country outside Belgium, must accede to the management systems concerned or comply with all regulations in any other way in countries where rights on said dot exist.
In general it is the responsibility of the customer to comply with the obligations concerning environmental and other regulations concerning the products and packagings, directions for use, information leaflets, required certificates, etc. and COLEX shall not bear any responsibility in this respect.
Article 7: Risks - Force majeure
The risks connected with the goods are transferred to the customer at the moment of the delivery.
Unless otherwise agreed on, the customer insures the risks at his expense.
Parties are not liable for the consequences of force majeure, coincidence or act of a third party, late, wrong, inadequate, incomplete delivery or lack of delivery on the part of COLEX's supplier.
Article 8: Delivery in an excise duties and VAT bonded warehouse in Europe
If the customer requests to be allowed to receive delivery in his bonded warehouse, he must provide COLEX with his approval number.
COLEX checks with this approval number whether this bonded warehouse is correct and has the correct powers.
The customer must mention his recognition number on each order.
If the customer renounces his recognition as recognised bonded warehouse keeper, if he loses it, if it is suspended or changed in any other way, he must inform COLEX immediately by registered letter. The customer accepts the EAD (electronic excise-guided document) via the EMCS web application.
If the customer has paid excise duties to COLEX and after acceptance of the EAD, the customer becomes the creditor of the corresponding amount of excise duties vis-à-vis COLEX.
The customer is liable for all damages that result for Colruyt Export due to the non-acceptance of the EAD; either the excise duties sums are paid by the customer to COLEX, or COLEX deducts them until the excise duties sums have been settled.
Article 9: Early termination
The sales agreement is cancelled ipso jure and without proof of default if the customer were to fail to pay uncontested incoices more than two months after their due date, if the customer were to have requested a judicial composition or a respite of payment or would be bankrupt or in a state of notorious insolvency or in any other similar condition bearing another denomination under his legal system.
Article 10: Privacy
The use of the service described in these General Terms and Conditions requires the collection and processing of the Customer's personal data. The protection of the Customer's personal data is extremely important to COLEX. COLEX therefore makes a point of protecting them as well as possible and always guaranteeing the customer's rights when using these data, in accordance with the applicable rules regarding privacy and protection of personal data.
COLEX processes the Customer's personal data for purposes and legal grounds as described in the Privacy Statement of COLEX. The Privacy Statement can be consulted online at https://www.colex-export.com/colex and can be requested at the Customer service. This Privacy Statement may be adjusted from time to time.
The customer commits himself to notify COLEX in due time of each modification relating to his usual email address, identification and address details in order to allow COLEX to offer a correct service.
Article 11: Applicable law - courts of competent jurisdiction
The present agreement is governed exclusively by Belgian law, to the exclusion of the rules concerning private international law. The application of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is completely excluded.
Only the Courts of the Brussels district shall have competent jurisdiction for possible disputes regarding the interpretation, application and execution of the present agreement.
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