Terms and conditions
Chapter 1. General Provisions
1. Application of the General Conditions
- All agreements between the limited liability company “KAASAFFINEURS VAN TRICHT”, RPR Antwerp, Antwerp division, with registered office at Boomgaardstraat 1-3, 2018 Antwerp, registered in the KBO under number 0845.246.122, (hereinafter referred to as ” KAASAFFINEURS VAN TRICHT “) with respect to products supplied by it (hereinafter ” Product(s) “) and any person placing an order/commission with KAASAFFINEURS VAN TRICHT (hereinafter referred to as the ” Client “), are governed by (in hierarchically descending order):
I. The written agreement between KAASAFFINEURS VAN TRICHT and the Customer;
II. The engagement letter;
III. These general conditions;
By sending a price inquiry, placing an order, signing an offer or concluding an agreement, the Customer acknowledges having taken cognizance of these general terms and conditions and accepts that they will apply to all existing and future contractual, pre-contractual and extra-contractual relationships with KAASAFFINEURS VAN TRICHT, to the exclusion of the Customer's general terms and conditions.
- The (repeated) non-application by KAASAFFINEURS VAN TRICHT of any right (including these general terms and conditions), can only be considered as tolerating a certain state of affairs and does not deprive KAASAFFINEURS VAN TRICHT of the right to invoke it later.
- Deviations from and additions to these general terms and conditions shall only be valid if agreed in writing between the parties. KAASAFFINEURS VAN TRICHT reserves the right to adopt new versions of these general terms and conditions.The amended version shall apply between the parties if the Customer has not objected to it in writing within 30 days of the new version being transmitted. In case of objection, the existing terms and conditions will continue to apply.
- Any nullity of one or more clauses of these general terms and conditions or part thereof shall not affect the validity and applicability of the other clauses and/or the rest of the provision in question. In the event of nullity of one of the clauses, KAASAFFINEURS VAN TRICHT and the Customer shall negotiate in good faith to replace the null and void clause with an equivalent clause that complies with the spirit of the general terms and conditions.
2. Quotations and conclusion of agreement
- Quotations from KAASAFFINEURS VAN TRICHT are given for information purposes only and without any obligation. The data relating to quantities, ingredients, design, performances etc. that appear in the catalogue, folders, publication and/or on the website of KAASAFFINEURS VAN TRICHT are only given approximately. The Customer cannot rely on these to demonstrate non-conformity.
- A quotation is only valid for the specific order/assignment and therefore does not automatically apply to subsequent (similar) orders/assignments.
- A quotation is also only valid for twenty (20) days from the date of issue of the quotation or, if applicable, for the period stated therein.
3. Price, advance payment and payment
- All prices of KAASAFFINEURS VAN TRICHT are expressed in euros, unless expressly agreed otherwise in writing.
- The Customer cannot derive any rights or expectations from an estimate of costs provided by KAASAFFINEURS VAN TRICHT, unless the parties have agreed otherwise in writing. An available budget made known by the Customer to KAASAFFINEURS VAN TRICHT shall only apply as a (fixed) price agreed between the parties for the services to be provided by KAASAFFINEURS VAN TRICHT if this has been expressly agreed in writing.
- Prices are based on delivery ex works according to the Incoterms applicable on the date of the agreement concluded between the parties.
- KAASAFFINEURS VAN TRICHT always reserves the right to ask the Customer for an advance payment or cash payment before proceeding with the execution of the order/assignment. It also retains this right during the execution of the agreement.
- Unless expressly agreed otherwise, the invoices of KAASAFFINEURS VAN TRICHT are payable in full by the Customer via bank transfer within the term stated on the invoice and without discount on the invoice date. The invoices are payable within 30 calendar days, unless stated otherwise.
- The Customer is not entitled to offset or compensate the invoices of KAASAFFINEURS VAN TRICHT with the claims on KAASAFFINEURS VAN TRICHT. In addition, the Customer is not entitled to withhold payment of invoices in the event of complaints regarding the delivered Products.
- Invoices can only be validly protested by the Customer in writing by registered letter within 8 days following the invoice date and stating the invoice date, invoice number and a detailed motivation, failing which the invoice will be deemed to have been accepted. Such protest will in no case release the Customer from his payment obligations.
- The unconditional payment by the Customer of (part of) the invoice amount is considered as express acceptance of the invoice.
- Partial payments by the Customer are always accepted subject to all reservations and without any adverse acknowledgement, and are first allocated to the collection costs, then to the damages clause, the accrued interest and finally to the principal sum, whereby priority is allocated to the oldest outstanding principal sum.
- If, according to the agreement concluded between the parties, the Customer consists of several natural persons and/or legal entities, each of those (legal) persons shall be jointly and severally liable to KAASAFFINEURS VAN TRICHT for compliance with the agreement.
4. Consequences of non-payment or late payment
- In the event of non-payment of the amounts due on the due date, default interest of 12% per year shall be due by operation of law and without any notice of default being required for the amounts not collected on the due date, with a minimum of the statutory interest rate in accordance with the Act on Combating Late Payment in Commercial Transactions. Furthermore, it is expressly agreed between the parties that the outstanding balance of the invoices, in the event of late payment, shall be increased by operation of law and without prior notice of default by a fixed compensation equal to 15% of the outstanding invoice amount with a minimum of EUR 62 (excl. VAT), without prejudice to the right of KAASAFFINEURS VAN TRICHT to higher proven damages. These percentages must be calculated on the amounts due and the amounts yet to be due in the event that payment terms were granted.
- If the Customer fails to pay one or more outstanding claims to KAASAFFINEURS VAN TRICHT, KAASAFFINEURS VAN TRICHT reserves the right to immediately suspend any further delivery of Products and/or to consider other orders/assignments as cancelled without any notice of default, in which case the compensation as provided for in article 4.1 shall be due. KAASAFFINEURS VAN TRICHT cannot be held liable for this in any way and/or be liable for any compensation. Delivery times shall in any case be suspended until the Customer has made payment.
- Furthermore, this entails the immediate enforceability of all other invoices, even those that have not yet expired, and all permitted payment conditions expire. The same applies in the event of impending bankruptcy, judicial or amicable dissolution, suspension of payment, as well as any other fact indicating the insolvency of the Customer. This is without prejudice to the right of KAASAFFINEURS VAN TRICHT to invoke other rights under the current general terms and conditions.
5. Electronic invoicing
- By placing an order, the Customer expressly agrees to the use of electronic invoicing by KAASAFFINEURS VAN TRICHT, unless otherwise agreed in writing between the parties.
6. Delivery
- KAASAFFINEURS VAN TRICHT will make reasonable efforts to observe the (delivery) terms and/or (completion) dates, whether or not final, stated by it or agreed between the parties. Unless expressly agreed otherwise, the expected time of delivery is always approximate (indicative) and not binding.
- In all cases – therefore also if the parties have agreed on a final (delivery) term or (completion) date – KAASAFFINEURS VAN TRICHT will only be in default due to exceeding the time limit after the Customer has given it written notice of default, whereby the Customer gives KAASAFFINEURS VAN TRICHT a reasonable term to rectify the shortcoming (of what was agreed) and this reasonable term has expired. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that KAASAFFINEURS VAN TRICHT is given the opportunity to respond adequately.
- Exceeding the anticipated term cannot therefore give rise to a fine, compensation, substitution or termination of the agreement at the expense of KAASAFFINEURS VAN TRICHT.
- The Products are delivered according to the incoterm ex works (ex works) applicable on the date of the agreement between the parties, being at the premises of KAASAFFINEURS VAN TRICHT.
- The storage of the products pending delivery or collection is at the risk of the Customer. The goods are shipped at the risk of the Customer.
- The Customer is obliged to inspect the goods upon delivery.
- Complaints must be submitted to KAASAFFINEURS VAN TRICHT by registered letter no later than 5 working days after delivery, otherwise they will be forfeited.
7. Liability
- The liability of KAASAFFINEURS VAN TRICHT is limited to the invoice value (excl. VAT) of the Products delivered by KAASAFFINEURS VAN TRICHT to which the damage relates, and in any case limited to the liability that is mandatory under Belgian law. If the agreement is mainly a long-term agreement with a term of more than one year, the invoice value is determined on the total of the compensations (excl. VAT) agreed for one year. In no case will the total liability of KAASAFFINEURS VAN TRICHT for direct damage, on whatever legal basis, amount to more than EUR 25,000 (twenty-five thousand euros).
- KAASAFFINEURS VAN TRICHT is not liable for:
– indirect, consequential or consequential damage (such as, but not limited to, loss of income and damage to third parties or any other consequential damage caused by the Products of KAASAFFINEURS VAN TRICHT);
– defects that are directly or indirectly caused by an act of the Customer or a third party, regardless of whether these are caused by an error or negligence. In any case, the Customer is bound by an obligation to indemnify KAASAFFINEURS VAN TRICHT in the event that the latter is addressed by a third party;
– damage resulting from the use of the Products in a manner other than that for which they were developed or intended;
– damage caused by incorrect information provided by the Customer to the end customer regarding the composition of the Products (including allergies and intolerances);
– damage caused by errors or omissions in the data provided or prescribed by or on behalf of the Customer to KAASAFFINEURS VAN TRICHT, etc., due to directions or instructions from or on behalf of the Customer;
– additional damage caused by further use or application by the Customer after a defect has been discovered;
– damage resulting from incorrect storage/preservation of the Products after delivery but prior to use of the Products by the Customer or a third party designated by the Customer;
– damage resulting from failure to follow any advice provided by KAASAFFINEURS VAN TRICHT, which is always provided on a non-binding basis;
– damage caused by force majeure or hardship, in accordance with the provisions of Article 11;
– delays in deliveries (including additional costs incurred by the Customer as a result of this) incurred as a result of the default of suppliers of KAASAFFINEURS VAN TRICHT, the Customer or any other third party;
- The exclusions and limitations of liability described in Articles 10.1 to 10.2 do not affect the other exclusions and limitations of liability of KAASAFFINEURS VAN TRICHT described in these general terms and conditions or in the agreement.
- The exclusions and limitations of liability shall lapse if and to the extent that the damage is the result of intent or deliberate recklessness on the part of KAASAFFINEURS VAN TRICHT.
- Unless compliance by KAASAFFINEURS VAN TRICHT is permanently impossible, KAASAFFINEURS VAN TRICHT will only be liable for attributable failure if the Customer immediately notifies KAASAFFINEURS VAN TRICHT in writing of the default, whereby a reasonable period is offered to remedy the default and KAASAFFINEURS VAN TRICHT continues to fail to meet its obligations after that period. The notice of default must contain a description of the default that is as complete and detailed as possible, so that KAASAFFINEURS VAN TRICHT is given the opportunity to respond adequately.
- Any claim for damages against KAASAFFINEURS VAN TRICHT shall lapse by the mere passage of twelve months after the claim arose, unless the Customer has instituted legal proceedings for compensation for the damage before the expiry of that period.
- The provisions of this article as well as all other limitations and exclusions of liability mentioned in these general terms and conditions and the Agreement also apply in favor of all (legal) persons that KAASAFFINEURS VAN TRICHT uses in the execution of the agreement.
- The Customer shall indemnify and hold harmless KAASAFFINEURS VAN TRICHT against any claim by third parties for damage caused by the purchased Products, even in the event of visible or hidden defects and even in the event of gross negligence on the part of KAASAFFINEURS VAN TRICHT.
8. Non-solicitation
- During the term of the agreement and for one year after its termination, the Customer shall refrain from employing or otherwise, directly or indirectly, having employees or appointees of KAASAFFINEURS VAN TRICHT, regardless of their capacity, who are or have been involved in the performance of the agreement, work for them in any capacity whatsoever, unless with the prior written consent of KAASAFFINEURS VAN TRICHT.
- In the event of a breach of this article, the Customer shall owe at least the gross annual salary of the employee or appointee concerned, on a lump sum basis, without prejudice to the right of KAASAFFINEURS VAN TRICHT to claim higher actual damages, and without prejudice to other claims that KAASAFFINEURS VAN TRICHT may make on the basis of the law or the agreement between the parties.
9. Transfer of rights and obligations
- The Customer shall not transfer the rights and obligations that he has under the agreement to a third party, unless with the written consent of KAASAFFINEURS VAN TRICHT.
- KAASAFFINEURS VAN TRICHT is entitled to transfer its rights and/or obligations under the agreement.
- KAASAFFINEURS VAN TRICHT is authorized to use the services of third parties in the performance of the agreement by hiring personnel. In that case, KAASAFFINEURS VAN TRICHT remains fully responsible to the Customer for the correct performance of the services and all other obligations as laid down in the agreement.
10. Applicable law and disputes
- Any dispute relating to the conclusion, validity, interpretation or performance of the agreement and of the agreements derived from it shall be governed by Belgian law, to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention, CISG, Vienna 11 April 1980) and any other international regulation the exclusion of which is permitted.
- In the event of disputes, only the Courts of Antwerp, Antwerp division, shall have jurisdiction, without prejudice to the right of KAASAFFINEURS VAN TRICHT to bring the dispute before the registered office or place of residence of the defendant.
11. Return
The provisions of this article apply only to customers who, in their capacity as consumers within the meaning of Article VI. 45 et seq. (distance selling) of the Code of Economic Law, purchase articles via the Webshop of Kaasaffineurs Van Tricht:
The consumer has the right to inform Kaasaffineurs Van Tricht that he is cancelling the purchase, without payment of a fine and without giving a reason within 14 days from the day following the collection or delivery of the article in question.
Customers who wish to exercise the right of withdrawal must contact Kaasaffineurs Van Tricht within 14 days of delivery by letter or e-mail. The customer can use the model form. During this period, the customer must handle the order and packaging with care. The customer must return the items to Kaasaffineurs Van Tricht within 14 calendar days of collection or delivery at his own expense, either personally or by courier.
Only items that are in the original and undamaged unopened packaging, together with all supplied accessories and invoice or proof of purchase can be taken back. After receipt of the return, Kaasaffineurs Van Tricht will refund the paid amounts for the returned items within 14 calendar days.
The aforementioned right of withdrawal does not apply in the cases expressly provided for by law, including but not limited to:
- when delivering goods that spoil quickly or have a limited shelf life;
- for the delivery of sealed goods which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery.
Kaasaffineurs Van Tricht expressly reserves the right not to take back the following articles or to make a settlement for them:
- used, soiled, damaged or incomplete items
- items whose packaging (or part thereof) has been opened
- items that cannot be returned due to their nature