General Terms and Conditions

 

GENERAL TERMS OF SALE                              Version : 1.3 – Date : 15/03/2011

Art. 1 – Preliminary remarks
All orders accepted by us are subject to the present general terms of sale, explicitly cancelling all conditions which may be stipulated on buyers’ purchase orders. Buyers are deemed to have preliminary knowledge of these terms and to have accepted them without reserve even if their own terms of purchase contain contradictory clauses and this irrespective of the date of their publication.

Art. 2 – Offers – Orders – Prices
a. All offers are made without engagement, subject availability of the goods and under reserve that the current regulations concerning a.o. exchange rates, taxes, custom duties levies etc. remain unchanged.
b. All our price lists may be modified without preadvice. If the modification takes place between date of order and delivery date, only the price valid at the moment of delivery shall be applicable. If, after the delivery of a binding offer or after the acceptance of an order, respectively during execution there of, price rising circumstances in the broadest sense occur, such as prices of raw materials transport charges, taxes, duties, revaluations etc., we are entitled to adapt the prices agreed upon accordingly, also if the delivery was agreed to be free cleared and dutyfree.
c. All prices are to be understood excluding all extra expenses such as for certificates of origin, legislations, consular fees, worktests, preshipment inspection costs etc. which will be charged extra.
d. All drawings, descriptions, illustrations, samples etc. are approximate and only intended to represent a general idea of the goods. They cannot be taken as binding.

Art. 3 – Delivery & Force Majeure
a. All delivery times are always approximate and by way of information and without engagement and start from the date of our order confirmation, however, not before all details of the contract are definitely settled and not before buyers have fulfilled all requirements.  For orders with payment by irrevocable letters of credit, delivery times start only after receipt of same duly in order.
b. If delivery times are exceeded because of any reason whatsoever, buyers shall never be entitled to any damages, nor to the cancellation of the order.
c. Neither we ourselves, nor our suppliers can be made responsible in case of delayed, partial or non-delivery in consequence of force majeure or in consequence of reasons beyond our/their control, including delayed departures of vessels.
d. Taking the international situation into consideration, the terms of delivery of our suppliers form part the present agreement, particularly reserves apply with regard to :
– their own timely supply of raw materials.
– rises of the prices of those materials.
– all reasons beyond their control by which their terms of delivery, time of delivery, price, etc. are altered.

e. Should the supplier & manufacturer with whom we originally placed the order, not be able to fulfil their contract towards us, we are not bound to fulfil their engagement from another supplier & manufacturer.
f. The date of Bill of lading is authoritative for the date of shipment irrespective whether the B/L is marked “shipped” or “received for shipment” only.

Art. 4 – Destination
It is a condition that the goods are only exported to the country agreed upon. Goods may under no circumstances be exported or re-exported to any other country. Buyers engage themselves to adhere to these terms and in case of re-sale to engage their clients accordingly. Buyers remain responsible against sellers and in the event of contravention buyers are liable to pay a penalty which may be very severe.

Art. 5 – Contracting – Acceptance – Inspection – Complaints
a. Goods (quantity, quality, weight, analysis etc.) after having left the factory are considered approved finally and accepted by the buyer without reserves and in conformity with the contract conditions, even if not tested or inspected. Any complaint must be received latest by registered airmail within 14 days from arrival of goods in sea- or airport of destination (for deliveries sea or by air) or place of destination (for deliveries by truck/train/courrier etc.)
b. Should buyers require inspection of the goods in the factory, it should be agreed upon when placing the order and not afterwards. Such inspection should be made by a neutral person to be accepted by us at buyers’ expenses upon our first request , before dispatch of the goods ex works and without delaying the intended shipment & inspection. The goods can only be rejected for serious deviations. In such cases liability will remain exclusively with the supplier/manufacturer with whom we originally placed the order. In such case we can act only as intermediary between our buyer and the supplier/manufacturer with whom we originally placed the order, acting as a “good housefather”. Buyers can claim as a maximum that same is either replaced within the new delivery time indicated by the supplier/manufacturer with whom we originally placed the order or the countervalue of the goods without any further claims for compensation or losses & direct or indirect damage.
c. Analysis on feeds, chemicals, pharmaceuticals, fertilisers etc., are to be effected by official Belgian laboratories only. Tolerances and deviations on analysis if any, will be according to Belgian legislation or as applied by supplying country’s legislation.
d. We are not bound to execute orders for which price reductions have been enforced by the inspection company (S.G.S, Veritas, etc.) (for countries requiring preshipment price inspection).

Art. 6 – Transport & Insurance
For FOB sales we cover the expenses of the FOB delivery according to the regulations prevailing as FOB in the port of shipment, excluding THC and P.L.T.C. charges. The FOB buyer should provide shipping space, at his own cost and advise us by giving shipping instructions with name of vessel, place where loading should take place and exact date when goods should be supplied. The FOB buyer is responsible for all subsequent changes of the indicated loadingplace, date, etc… All details are to be given sufficiently in time to allow us to call the goods forward to the shipping port, This period should be sufficiently long to permit the factory to prepare the goods for transport and to forward same to the shipping port in the normal and most economical way. If the FOB buyer cannot give appropriate shipping instructions at first request, for any reason whatsoever, then payment becomes due immediately, whereas the goods may be sent to the shipping port, where the buyer has to take reception of the goods, or at seller’s choice, may be stored at the factory, or in any warehouse for account and at the risk and expense of the buyer. The delivery “FOB”, “C & F” or “CIF” means that we pay the corresponding expenses only. The risk of transport itself is always for account of the buyer, from the moment the goods have left the factory. For CIF sales we pay the insurance, from FOB shipping port for account of the buyer, and this only on FPA basis and on 100 % of the contract value (unless otherwise specified). We leave it to our buyers to conclude the insurance for FOB or C & F purchases or supplementary insurance for CIF purchases.
By paying the freight (C & F & CIF) and insurance (CIF), our task is therefore completed and we are not bound to interfere in all possible problems or claims afterwards. If we would do this, same can then only be considered as a service we render, without engaging our responsibility.   Freight is booked for account of the buyer, at the conditions and clauses of the B/L and/or charter party of the carrying vessel. This for instance also means that if the vessel, basing a.o. upon the general conditions and clauses of the B/L, would discharge the goods in any other port than that of destination originally foreseen, we are not bound to interfere or to pay any additional expenses which would arise. This is only indicated as an example. For CIF-sales, insurance will be effected, for account of the buyer, on FPA basis, unless, otherwise agreed upon, and with the usual conditions and clauses of our insurance certificates and/or policy. All increases of forwarding charges / freight rates and insurance expenses after conclusion of the contract are for buyer’s account as well as all increases resulting from changes of the carrier on request of the buyer. Should forwarding be continually or temporarily impossible, payment of invoice amount is due not-withstanding. We then are entitled to store the goods subject to the usual storage charges at the risk and for account of the buyer, eg at the factory, in a warehouse, on quay etc…, in our option, for buyer’s account. At our choice we are also entitled to ship the material to another port of our choice than that of the contract, if the shipment to the port of the contract cannot take place. In those cases buyers have to telegraphically amend their payment instructions accordingly, e.g. amending the L/C, upon our first request. No indemnity or claim is payable to the buyers in such cases.

Art. 7 – Liability
We are not liable for any direct or indirect damage, in any form and of any nature which could be the result of the use or of the unsuitability of the delivered goods.

Art. 8 – Payment & Reserve of property
a. All our invoices are payable in Zoersel, cash net without discount, unless otherwise stipulated, taxes always chargeable on the buyer.
b. In cases of non-payment, for any reason whatsoever, we reserve the right to consider the goods as our exclusive property being entitled to all actions including juridical in respect of our proprietorship, also for all consequences, expenses, deteriorations etc. Which may occur because of this non-payment. We are entitled to take the goods back whereto we are irrevocably and without juridical intervention authorised by the buyer. After delivery, however, each risk without exception, is borne by the client. Our ownership stretches to the product itself, to the worked-up product respectively to the new product wherein the goods delivered have been incorporated.
c. For delayed payment, also interest will be charged at 2 % per month. This interest must cover the loss of profit earning of the amount due. The amount due will be also increased by right and without preliminary declaration in default with 20 % with a minimum of 250 EURO, to compensate for all extra expenses resulting from the delayed payment and this completely independent from the interests determined in the previous paragraph.
d. At any moment and according to our own judgement, we are entitled to request for any additional guarantee of payment. This request will not entitle the buyer to cancel his purchase order. All possible costs resulting from delayed or non-payment, will be charged to the buyer.

Art. 9 – Jurisdiction
a. This contract is subject only and exclusively to the Belgian law.
b. The place of performance of delivery and execution is the domicile of the supplying factory.
c. The place of performance regarding payment and jurisdiction for all parties concerned is Zoersel, even if, in virtue or by application of the contract, drafts would have been emitted / accepted, in the country of residence of the buyer, the country of destination or any other country.

Art. 10 – Exchange rate
In case the currency of the contract would be subject to a devaluation or in cases of any change of the exchange rate of the contract currency towards the EURO exceeding one percent, we are entitled to require payment of the exchange difference. This clause applies as well to the contracts which have not yet been supplied as to the contracts which have been shipped and for which payment was not yet received.

Art. 11 – Retention of title
1. The title in the goods shall not pass to the Buyer until the Seller has received in full all sums due to it in respect of:
a/ the Goods and
b/ all other sums which are or which become due to the Seller from the Buyer on any account.
2. Until ownership of the Goods has passed to the Buyer, the Buyer shall:
a/ hold the Goods on a fiduciary basis as the Sellers’ bailee;
b/ store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;
c/ not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods and
d/ maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller.
3. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
a/ any sale shall be effected n the ordinary course of the Buyer’s business at full market value and
b/ any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
4. The Buyer’s right to possession of the Goods shall terminate immediately if:
a/ the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administration is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer or
b/ the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 or the Insolvency Act 1986 or the Buyer ceases to trade or:
c/ the Buyer encumbers or in any way charges any of the Goods.
5. The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has passed from the Seller.
6. The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
7. On termination of the Contract, howsoever caused, the Seller’s (but not the Buyer’s) rights contained in this clause shall remain in effect.

Art. 12 – Exclusion of responsibility – Warranty – Precautions

For sale of all fertilisers, agro or industrial chemicals, animal nutrition products etc. warranty of any material offered and sold, either expressed in any of our literature or implied is limited to the product guarantees of our own suppliers or as shown on the label in as much as uses are beyond the seller’s control. Before a new rate, product or application method is used for production, a small trial is always recommended.
Every endeavour has been made to ensure that the information given by the seller is true and reliable but it is given only for the guidance of our customers. Sap International Corporation cannot accept any responsibility for loss or damage or infringement of patent rights, that may result from the use of information, due to the possibility of variations of processing or working conditions and of workmanship outside our control. Users are advised to confirm the suitability of the products with their own tests. Any dimensions shown are approximate.