ARTICLE 1 - Definitions
In the general terms and conditions the following terms shall have the following meanings:
"General Terms and Conditions": these General Terms and Conditions (version 18 December 2020), which apply to any offer made by Samagro (hereinafter "Offer"), any acceptance by the Client of an Offer and in general any agreement concluded between Samagro and the Client (hereinafter "Agreement").
"Special Terms and Conditions": specific terms and conditions which define the Agreement between the Client and Samagro and which prevail over the General Terms and Conditions.
"Samagro": NV Samagro, with registered office at 8691 Alveringem, Beverenstraat 78 E, with CBE number BE 0430.063.653.
"Goods" means all goods and materials supplied by Samagro under an Agreement. "Client": Samagro's (future) contracting party to whom an Offer is made and/or with whom an Agreement is concluded as well as any company associated with the Client.
ARTICLE 2 - Establishment of the Agreement
- Each Offer is valid for 15 days from its date. The Offer is non-binding until the acceptance of the Client. Acceptance is effected by the Client signing the Offer or by his confirmation by e-mail. By such confirmation, an Agreement is deemed to have been fully and legally concluded.
- Unless otherwise agreed in writing, the general terms and conditions of the Client are never applicable.
ARTICLE 3 - Delivery
- Samagro shall use all reasonable efforts to deliver the Goods within the time limits set out in the Agreement. The Client acknowledges that the term of delivery is only indicative and therefore does not create an obligation of result on the part of Samagro, nor does it constitute a ground to claim dissolution of the Agreement and/or compensation from Samagro.
- Unless otherwise agreed or if another Incoterm has been agreed upon for cross-border deliveries, the delivery and acceptance of Goods shall always take place ex works, so that the costs and risk of loading and transport shall be borne by the Client. All taxes, duties and/or levies, of whatever nature, in connection with the Goods or their transport, including new taxes, duties and levies which would be introduced after the conclusion of the Agreement, shall be entirely at the expense of the Client.
- Samagro is entitled to outsource the Agreement or parts thereof to third parties or to have the Agreement or parts thereof performed by third parties.
- If Samagro is prevented by force majeure of a permanent or temporary nature from (further) executing the Agreement, irrespective of whether the force majeure was foreseeable, Samagro is entitled to terminate the Agreement in whole or in part without any obligation to pay damages by means of a written notification without judicial intervention, without prejudice to Samagro's right to payment by the Client for performance already performed by Samagro prior to the force majeure situation or to suspend the (further) execution of the Agreement in whole or in part.
ARTICLE 4 - Means of payment and securities
- Orders are invoiced at the prices and conditions stated in the Agreement. Samagro expressly reserves the right to increase the agreed price if, after the conclusion of the Agreement, one or more cost price factors (such as the prices of raw materials, energy and labour costs) undergo an increase, even if this occurs due to foreseeable circumstances.
- The Client is obliged to pay in cash all amounts due pursuant to the Agreement, this after receipt by the Client of the invoice of Samagro and this at the registered office of Samagro, unless otherwise agreed upon in the Agreement.
- In case of late payment of any amount due under the Agreement or due to any other cause, Samagro is entitled to suspend all deliveries and to take back the delivered Goods. Furthermore, in such case Samagro shall be legally entitled to compensation of 10% of the amount due (with a minimum of EUR 150.00) as well as conventional late payment interest at the interest rate determined in accordance with the Belgian Law of 2 August 2002 on Combating Late Payment in Commercial Transactions.
- The Client waives his right to suspend payment of amounts due in the event of his own claim or complaint and thus waives the exception of non-performance.
- All delivered Goods remain the full property of Samagro until full payment of all claims of Samagro, in principal amount, costs and interest, under‡ the Agreement and/or earlier or later agreements of the same nature as well as any damages towards the same Client or its affiliates. Any risk of damage to or loss of the Goods shall be borne by the Client.
- As a collateral for all its obligations, of whatever nature, both contractual and non-contractual, towards Samagro, the Client grants a pledge on all its current and future claims against third parties, of whatever nature, such as, among others, trade claims, compensations by virtue of performances and services and claims in contractual and non-contractual liability.
- Late payment of an invoice causes all outstanding invoices to become due, even if the due dates of these invoices have not yet expired. 8. The presentation by Samagro of an account statement is sufficient to determine the amount of its claim against the Client (including delivery of the Goods) and to provide proof thereof.
ARTICLE 5 - Liability
- Samagro undertakes, prior to the conclusion of the Agreement, to provide the Client with information relating to the Agreement. Samagro is not liable for the correctness, completeness or accuracy of the information provided to the Client prior to the conclusion of the Agreement.
- Samagro undertakes to perform the Agreement to the best of its knowledge and ability (best efforts obligation), but Samagro does not accept any liability for the failure to achieve the purpose intended by the Client and does not undertake any obligation of result.
- The Client must use the Goods in accordance with the instructions, manuals or other documentation made available by Samagro, and in any case in accordance with reasonably common or customary practices. Samagro shall not be liable for any damage resulting from the incorrect use of the Goods by the Client.
- Samagro shall only be liable in the event of deception, fraud and wilful misconduct. Without prejudice to the foregoing, Samagro shall not be liable for or be held to pay compensation for any immaterial, indirect or consequential damages including (but not limited to) loss of profit, loss of turnover, loss of income, production limitations, administration or personnel costs, increase in overheads, loss of Clients or claims from third parties. Samagro is not liable towards the Client for gross or intentional errors committed by its employees, appointees and/or representatives in the context of the performance of their professional activities.
- Except in case of fraud, wilful misconduct or gross negligence, the contractual and extra-contractual liability of Samagro towards the Client is at all times limited to the amount covered by the liability insurance taken out by Samagro. Without prejudice to the foregoing, the total contractual and extra-contractual liability of Samagro for all the damages which would occur during the whole duration of the Agreement is at all times limited to the amount invoiced to the Client during the year preceding the incident.
- Any claim for damages by the Client against Samagro expires by operation of law if it has not been brought before the competent court within a period of 1 year after the facts on which the claim is based were known by the Client or could reasonably have been known.
ARTICLE 6 - Intellectual property
- The Goods, their composition, as well as all designs, studies, drawings, sketches, photographs, models, samples, and in general all carriers in which the intellectual services of Samagro appear or are contained, remain at all times the sole property of Samagro and must be returned by the Client on first request. The Client acknowledges that the items mentioned as well as the related know-how and methods are the sole property of Samagro. These items may under no circumstances be communicated or reproduced, even partially, without the written consent of Samagro.
- The Client hereby expressly waives the possibility to invoke any right concerning the items mentioned in the first paragraph and to use the information obtained to apply for an intellectual protection right. Client is obliged to maintain the confidentiality of the aforementioned items.
ARTICLE 7 - Complaints and warranty
- The Client shall immediately inspect the Goods delivered. Any visible defects (e.g. contamination with weed seeds) must be reported in writing or electronically to Samagro within 24 hours following delivery. After this period, the acceptance of the Goods by the Client is established and Samagro is only responsible for hidden defects, which are to be notified to Samagro by the Client by registered letter within 5 calendar days after becoming aware of such defect, with a detailed description thereof.
- The guarantee is limited to the replacement of the defective Goods free of charge.
- The warranty is void in case of repairs or replacements by third parties without the prior written consent of Samagro.
- A complaint does not suspend the Client's payment obligations in any way.
ARTICLE 8 - Dissolution
The Client acknowledges that the following circumstances give rise by operation of law to a termination of the Agreement in the sense of this article, unless Samagro renounces this termination in writing and pursues the performance of the Agreement, to which Samagro is entitled:
- Non-compliance by the Client with a provision of the Agreement which has not been rectified within 15 days after having been notified in default thereto in writing by Samagro, such as, but not limited to, the non-payment by the Client of amounts due under the Agreement (including advance payments);
- Bankruptcy or dissolution of the business of Client;
- Refusal to accept the Goods.
ARTICLE 9 - Varia
- The nullity, invalidity or unenforceability of any provision of these General Terms and Conditions shall nevertheless have its maximum permissible effect and shall in no way affect the validity of the remaining provisions of these General Terms and Conditions and shall not lead to the nullity of these provisions.
- The void or unenforceable provision shall be replaced by a legally valid provision of the same or similar economic scope by mutual agreement between the Parties, who shall negotiate it to the best of their ability and in good faith.
Article 10 - Applicable law and competent court
All contracts with Samagro and deliveries and works by Samagro are governed solely by Belgian law. All disputes fall under the exclusive jurisdiction of the courts having jurisdiction over the registered office of Samagro.
Latest version: 18/12/2020