GENERAL TERMS AND CONDITIONS OF SALE

  1. Applicability

These general terms and conditions of sale shall apply to all orders placed with us. The purchaser shall be deemed to have accepted them by virtue of placing its order. Even if exemptions from these terms and conditions of sale are mentioned on the purchaser’s documents or those of our representatives, they shall only be enforceable after written confirmation by us, signed by the Chief Executive Officer. Even in such an eventuality, the other clauses of these general terms and conditions shall continue to apply.

Additional terms and conditions are applicable for the issuance of bonds by the company. Any underwriter of bonds undertakes to read it before subscribing to the bonds of the company.

  1. Products

Caulier may, at any time, modify its products and/or product coding and/or packing lists. Clients shall be notified prior to application of the modifications.

  1. Conservation periods
    The date of minimum durability on the packaging is intended to inform consumers about the period during which the products conserve their best organoleptic qualities. Strict compliance with the storage conditions is required in order to maintain these qualities. As clients are solely responsible for managing their orders and stocks, Caulier shall not accept any claims or returns due to exceedance of the date of minimum durability or deterioration of products resulting from poor storage conditions.
  2. Offers and shipping time

Unless otherwise stipulated in writing, our offers are non-binding. Each order placed by the purchaser shall be binding on it, but shall only be binding on us after written confirmation. Any errors in our order confirmations shall, on pain of forfeiture, be notified to us in writing within eight days of confirmation of the orders. We shall not be bound by the shipping time indicated. Orders shall be placed by email (info@caulier.be).

  1. Claims

On pain of forfeiture, claims shall be notified by registered mail within 8 days of receipt of the goods at the delivery address. Claims shall no longer be permissible if the goods have been placed on the market or manufactured. Filing a claim for whatever reason shall not relieve the purchase from its obligation to comply scrupulously with the general terms of payment. If the claim is deemed admissible, the liability of the seller shall be limited to reimbursement of the purchase price or replacement of the defective goods exclusive of any compensation for other direct or indirect losses.

  1. Visible defects and/or product non-conformities
    Claims relating to visible defects (damaged parcels, etc.), and/or to the non-conformity of the products delivered with the products ordered (quantity, reference, etc.) shall be lodged on the same day as collection or delivery. The client shall give Caulier free access to observe these defects and remedy them. No product may be returned directly to Caulier without its prior written approval.
  2. Replacement of defective and/or non-compliant products
    In the event of a duly noted defect and/or non-conformity, Caulier shall replace the products delivered with products that are identical to those ordered, exclusive of any compensation or penalty unless justification of any direct harm incurred by the client is provided. In any case, the warranty on the products invoiced for by Caulier shall not apply to any defects, the origin of which is subsequent to their collection from Caulier’s premises.
  3. Invoices
    In the event of an error on an invoice issued by Caulier relating to the quantities, prices or any discounts, the client shall be granted a period of four weeks, as of collection of the goods, to request correction of the error. This request may be made in writing or by any other means at the disposal of the client (letter, email). After verification, and if the error is confirmed, a credit note shall be issued by Caulier and shall be set off against the original settlement. Any disputes relating to a delivery or an invoice shall under no circumstances have the effect of suspending payment, with the exception of the disputed amount.

 

  1. Right to retention of ownership

Pending full settlement of the amounts owed by the purchaser for any reason, the goods shall remain under the ownership of the seller. Notwithstanding this express clause, the risks relating to the goods sold shall be transferred to the purchaser as soon as they have left the premises of the firm Caulier Sugar Free S.A. or those of its subcontractors. The stipulations of this article shall also apply to shipments free of charge. In the event of missing items or damaged goods, the client shall, pursuant to the law, note them upon receipt and record the reservations on the bill of lading and on the delivery receipt.

  1. Payment

Payment of invoices shall be made upon demand, for the net amount without any reductions, unless otherwise stipulated. The invoices shall be payable to our registered office. Drawing a bill shall in no way modify these stipulations. The non-payment of a single invoice by its due date shall render the outstanding balance of all the other invoices for the same client immediately payable by right and shall entitle the seller to suspend all its obligations in respect of the purchaser.  For each late payment, an annual rate of interest on arrears of 20% shall be payable without prior notice from the due date until effective payment.    Should the purchaser default on its payment obligation, it shall expressly acknowledge the seller’s entitlement to apply a surcharge of 20%, and in any case a minimum of 37€, to the amount payable as a fixed penalty for failing to honour its payment obligations.  Any advance payments made shall be first used to settle any interest and fixed penalties due. Any debt recovery and protest costs shall also be borne by the purchase in the event of payment default.

  1. Express termination clause

In the event of non-payment on the due date (and if the seller so wishes), the sale shall be terminated automatically after the seller has summoned the purchaser in writing, sent by recorded mail, to honour its obligations. In such cases, the goods shall be returned by the purchaser at its own expense. By way of compensation for cancellation of the sale and goods receipt costs incurred by the seller, the latter shall be entitled to compensation amounting to 30% of the price of the goods. Pending return of the goods by the purchaser, 10% of the agreed sale price shall be charged to the purchaser each month as a charge for use of the goods.

  1. Liability

The seller may not be held liable for any defects inherent in the goods, or any damage caused by these defects.

  1. Disputes

Any disputes and protests between the parties shall be heard exclusively by the Courts of Tournai, even in cases involving several respondents, supplementary applications or warranty claims. No circumstances, such as goods sent with carriage paid, payment with an accepted or unaccepted bill, delivery of a receipt and acceptance of a specific settlement, etc. shall constitute a novation or allow for derogation from this jurisdiction clause.

  1. General provisions

These general terms of payment shall take precedence over any other written or printed clauses mentioned on price requests or purchase orders emanating from the purchaser. The purchaser declares that, by virtue of placing its order with the seller, it accepts these general terms and conditions of sale.