General Terms and Conditions of Sale and Delivery of Elite Fresh Trade BV

Article 1: Definitions

  1. Elite Fresh Trade BV: The private company Elite Fresh Trade BV, registered in Belgium at Vestinglaan 3, 2860, Sint-Katelijne-Waver.
  2. Customer: The party (including legal successors, representatives, and approved assignees) to whom Elite Fresh Trade BV has made an offer, received an order, or entered into an agreement for the supply of products or services. 

Article 2: Applicability

  1. These General Terms and Conditions of Sale apply to all offers, agreements, and deliveries between Elite Fresh Trade BV and the Customer.
  2. Any deviations or amendments to these terms must be agreed in writing. Any other general terms from the Customer are excluded unless explicitly agreed by Elite Fresh Trade BV in writing.
  3. In case of discrepancies between different language versions of these terms, the English version will prevail.
  4. If any clause is found invalid by legal intervention, the other clauses will remain valid. 

Article 3: Offers and Agreements

  1. All offers made by Elite Fresh Trade BV are non-binding. Offers expire after 24 hours if not accepted unless otherwise stipulated.

     

  2. An agreement is formed only upon written confirmation from Elite Fresh Trade BV.
  3. Verbal agreements or commitments by Elite Fresh Trade BV’s personnel do not bind the company unless confirmed in writing.
  4. Orders and offers from the Customer are irrevocable once accepted by Elite Fresh Trade BV.
  5. Any changes, supplements, or extensions must be agreed in writing by both parties. 

Article 4: Prices and Payment

  1. Prices are quoted exclusive of VAT, storage, packing, insurance, and delivery unless otherwise agreed.
  2. Elite Fresh Trade BV reserves the right to adjust prices in the case of unforeseen circumstances (e.g., wars, governmental changes, price surges, extreme weather conditions , sudden petrol influx  etc.).
  3. Payment must be made within 7 days after delivery unless otherwise agreed in writing.
  4. If the Customer defaults on payment, Elite Fresh Trade BV may demand latency fees at 1.5% per month, along with the right to recover legal and extrajudicial costs (minimum 15% of the claim).
  5. Elite Fresh Trade BV reserves the right to require full or partial payment in advance. 

Article 5: Delivery

  1. Delivery takes place at the location and time specified in the agreement, under normal conditions.
  2. Delays in delivery do not entitle the Customer to compensation unless expressly agreed in writing.
  3. Delivery periods may be extended due to force majeure or delays caused by the Customer.
  4. Elite Fresh Trade BV reserves the right to deliver in parts, each partial delivery being treated as a separate agreement. 

Article 6: Risk and Ownership

  1. Risk transfers to the Customer upon delivery. Title to goods passes only after full payment is received.
  2. Elite Fresh Trade BV retains the right of retention on delivered goods until all payments are cleared. 

Article 7: Force Majeure

  1. Elite Fresh Trade BV is not liable for failure to fulfill obligations due to force majeure, which includes but is not limited to natural disasters, strikes, governmental actions, and supplier delays.
  2. In the case of force majeure lasting longer than 1 month, both Elite Fresh Trade BV and the Customer have the right to dissolve the non-feasible part of the agreement. 

Article 8: Complaints and Liability

  1. Elite Fresh Trade BV’s liability is limited to gross negligence, with compensation capped at the invoice value of the goods involved.
  2. All claims must be communicated in written form, accompanied by clear pictures, to Elite Fresh Trade BV within 6 hours of the goods’ arrival. Failure to report claims within this timeframe may result in the waiver of any claim.  If no claim is made within this period, the goods will be deemed accepted without defects.
  3. Elite Fresh Trade BV will investigate all valid claims promptly. Upon receipt of a claim, Elite Fresh Trade BV will appoint a mutually agreed upon third-party independent inspector to assess the goods and provide a written report.
    3.1  The inspector’s findings will be considered conclusive in determining the validity of the claim. If the claim is deemed valid, Elite Fresh Trade BV will take appropriate action to resolve the issue, which may include: A Credit note, a discount, retrieval of goods.
  4. Elite Fresh Trade BV is not liable for indirect damages such as loss of profits. 

Article 9: Termination of Agreement

  1. Elite Fresh Trade BV may terminate the agreement immediately if the Customer becomes insolvent or breaches the contract.
  2. In the case of force majeure or breach by the Customer, Elite Fresh Trade BV reserves the right to terminate the agreement without compensation obligations. 

Article 10: Intellectual Property

  1. All intellectual property rights related to models, images, and documents supplied by Elite Fresh Trade BV remain its property unless transferred to the Customer in writing.
  2. The Customer must maintain confidentiality and refrain from infringing on Elite Fresh Trade BV’s intellectual property rights.

Article 11: Jurisdiction and Applicable Law

  1. These terms are governed by Belgian law. Any disputes arising from the agreement or related legal acts will be subject to the exclusive jurisdiction of Belgian courts.

These updated rules will apply starting 28/09/2024 12:00 GMT+1

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