Article 0. Framework.The client/customer/principal, hereinafter referred to as “the Buyer”, contracts exclusively with: De Ceuster Meststoffen NV (KBO BE 0416.299.452) (wherever “we”, “us” or “our” is used, it refers to De Ceuster Meststoffen NV”). Only De Ceuster Meststoffen NV is responsible for the actions (or omissions) of its directors and appointees and for the products and services it provides. Only De Ceuster Meststoffen NV has or will have any obligation towards the Buyer or any other person with regard to these actions, products, and services. The Buyer agrees not to bring or have brought any claim against any person other than De Ceuster Meststoffen NV in relation to these actions, products, and services, particularly against its directors and/or appointees and/or auxiliary persons. For the sake of clarity, the parties specify that an auxiliary person shall be considered to be any person, in the first or subsequent degree, who is charged with the full or partial execution of an agreement concluded between the parties and who is not themselves a contracting party to the agreement, such as (without limitation) subcontractors, freelancers, employees, directors, officers, and appointees. These general terms and conditions also apply to all persons involved in the performance of the assignment and/or on whom any liability rests or could rest in connection therewith in any way.
Article 1. Quotations - Order Confirmations. Our quotations and order confirmations are valid for 5 days, unless we choose to execute them nonetheless.
Article 2. Delivery Term. Our delivery terms are by definition non-binding and are provided for indicative purposes only. As such, any delay shall under no circumstances entitle the Buyer to claim damages or to terminate the agreement. This does not prevent us from striving to meet indicated deadlines diligently (obligation of means).
Article 3. Place of Delivery - Risk. 3.1. All deliveries and services are deemed to have been made at our place of business. Delivery is validly effected by making the sold goods and rendered services available to the Buyer at our premises.
3.2. Any risks are borne by the Buyer once goods/services have been put at his disposal, even in cases involving free delivery or transport arranged by us.
Article 4. Returnable Packaging Items. If goods are delivered on pallets, in invoiced or any other returnable packaging items, the deposit amount will also be invoiced to the Buyer. The deposit will only be credited if the returnable packaging is returned to our place of business carriage paid, in good condition and unused for any other purpose. At our discretion, the deposit may either be reimbursed or offset against any claim we may have against the Buyer, including principal amount, liquidated damages, interests and costs, even if such claim is not yet due.
Article 5. Selective distribution. We aim to ensure a high level of quality in the sale of our products and services. Therefore, we sell our products exclusively to selected and approved distributors. These selected and approved distributors are bound by the quality requirements of our selective distribution system, as may be outlined in a quality charter for selective distribution. Sales of our products and services may be refused to Buyers who do not meet the specified quality requirements.
Article 6. Complaints - Limitation of Liability. 6.1. Any complaints regarding the quantity, nature, condition, quality and conformity of our products and services must, under penalty of forfeiture, be made at the time of acceptance and confirmed to us by registered letter within 5 days of receipt. Complaints concerning hidden defects must, under penalty of forfeiture, be confirmed to us by registered letter no later than 8 days after discovery and in any case no later than 6 months after delivery. Under no circumstances shall a complaint justify the suspension, in whole or in part, of payment. 6.2. Our liability is in any case doubly limited, on the one hand (1) to a maximum of 100% of the agreed value of the products and to 40% of the agreed value of the services, with the exclusion of any other compensation for direct or indirect damages, such as, among others, damage to persons, animals, goods and crops of the Buyer or third parties and, on the other hand (2) to the amounts paid out and covered by our insurers. This double limitation applies to the total of all claims by the Buyer and any third parties. 6.3. When providing services, we operate strictly in accordance with the instructions of the Buyer, under the Buyer’s responsibility and without any liability on our part for any flawed design/flawed instructions. When carrying out work based on specifications, we follow those specifications to the extent possible and under the responsibility of the Buyer, again without any liability for flawed designs or flawed instructions. This is subject to mandatory legal provisions to the contrary. 6.4. The exclusions and limitations of liability and indemnity contained in these terms and conditions are also stipulated for the benefit of our appointees and of all those engaged by us for the (full or partial) execution of the cooperation.
6.5. The statutory provisions on non-contractual liability shall, to the extent legally permitted, not apply between the contracting parties, nor between a contracting party and an auxiliary person of the other contracting party. 6.6. The Buyer undertakes to include the liability limitations set out in these general terms and conditions in all agreements it enters into with third parties involved in any way with the products and services delivered by us. In the event of non-compliance with this provision, the Buyer undertakes to fully indemnify and compensate us for all resulting damages upon first request.
Article 7. Payment. 7.1. Unless otherwise agreed in writing, our invoices are payable in cash at our place of business. Any exchange rate risks and bank charges are to be borne solely by the Buyer, who shall reimburse and indemnify us accordingly.
7.2. Unless expressly agreed otherwise in writing, our representatives or agents are not authorized to receive any payments on our behalf.
Article 8. Non-Payment. For any amounts not paid by the Buyer on the due date, a late payment interest of 1% per month shall be due by operation of law and without prior notice of default, whereby each commenced month shall count as a full month.
In addition, in the event of late payment, the Buyer shall owe fixed compensation for damages, set at 10 % of the invoice amount with a minimum of € 100,00. We also reserve the right to claim compensation for the actual damages incurred. The non-payment of a single invoice on its due date shall render all our other invoices, even those not yet due, immediately and automatically payable without notice of default.
Article 9. Set-Off. Unless expressly agreed otherwise in writing, all claims involving the same Buyer, regardless of their legal nature or associated conditions, shall be deemed part of a single agreement, under which the mutual obligations continuously offset each other.
Article 10. Obligations. 10.1. We do not undertake any obligation to achieve a specific result. All our obligations shall be deemed obligations of means. 10.2. Any commitments made by our representatives or agents outside the scope of these terms and conditions shall only binding upon us if expressly accepted in writing by our management. 10.3. Unless explicitly stated otherwise, our analyses, research results, and all our deliverables - interpreted in the broadest possible sense - are provided for informational purposes only and do not constitute any commitment, agreement or liability on our part. However, our working methods are based on many years of practical experience and research. We expressly advise the Buyer that it is both prudent and considered best (and necessary) practice to always conduct small-scale, cautious, and sufficiently frequent tests in real-life conditions prior to implementing any new applications that rely wholly or partially on our deliverables (goods and services).
Article 11. Breach of Contract. If the Buyer fails to fulfill its obligations, the collaboration shall be deemed automatically terminated at the Buyer’s expense, by operation of law and without prior notice of default. Compensation for the Buyers’s breach of contract is fixed at 15% of the total contract value, with a minimum of € 500.00, without prejudice to any legal fees incurred. We reserve the right to pursue specific performance and/or to claim actual damages as well. Any breach of contract by the Buyer shall also entitle us to suspend the execution of any outstanding deliveries and/or services - urgent or otherwise - even without prior warning.
Article 12. Creditworthiness. If our confidence in the creditworthiness of the Buyer is impaired - due to, among other things, enforcement measures taken against the Buyer or any other identifiable reason - we reserve the right to suspend all or part of the order, even if goods have already been wholly or partially dispatched and/or services wholly or partially rendered, until the Buyer provides adequate guarantees ensuring the proper fulfillment of all its obligations. In the event the Buyer refuses to comply, this shall constitute a breach of contract by the Buyer as defined in Article 11, and all provisions of that article shall apply in full.
Article 13. Retention of Title. All goods and (products resulting from our) services shall remain our property until full payment has been received of the principal amount, contractual penalties, interest, and costs. All risks are borne by the Buyer. Any advance payments made shall remain acquired by us as compensation, including for potential losses upon resale. In the event the Buyer sells or processes the goods, all claims arising from such resale are hereby assigned to us. The Buyer undertakes to formally notify its counterparty of this assignment and to provide us with a copy of that notification.
Article. 14. Reference. We reserve the right to communicate - at our sole discretion - internally and externally regarding the cooperation with the Buyer, including through all possible forms of marketing or promotional communication. The Buyer gives us unconditional permission to produce any necessary photographs and audiovisual material for this purpose and agrees to cooperate fully in this regard.
Article. 15. Intellectual Property ("IP") Rights. 15.1. IP means all intellectual property rights in the broadest possible sense, including but not limited to patents, copyrights, designs, trademarks, and know-how, whether or not registered. 15.2. IP that belongs to a party prior to or independently of the cooperation and that is introduced or disclosed to the other party in the context of the cooperation (hereinafter referred to as "Background IP"), shall remain the property of the disclosing party. It is agreed that the use of Background IP shall be limited to what is necessary and useful for the cooperation. 15.3. The Buyer expressly agrees that our trade names, trademarks, and logos may only be used for the purpose of selling our products in accordance with these general terms and conditions. 15.4. Unless expressly agreed otherwise, IP created in the course of or as a result of the cooperation (for example through the improvement and/or modification of Background IP by us) (hereinafter referred to as "Foreground IP") shall exclusively belong to us. 15.5. The Buyer is entitled to use the (test) results, conclusions, advice or findings derived from our deliveries and services for internal use only and exclusively within the intended scope of the cooperation. Our name may only be used for this purpose subject to our prior explicit written consent. 15.6. Our IP is never transferred. Subject to our explicit prior consent, a limited and non-transferable right of use of our IP may be granted to the Buyer.
15.7. If, in the course of the cooperation, we are required to use IP that does not belong to the Buyer, the Buyer guarantees that the cooperation will not infringe upon any such rights, and the Buyer shall indemnify us against any and all third-party claims in this regard. 15.8. The Buyer grants us unconditional permission to use, in the broadest possible sense, any data resulting from research or analyses. Unless explicitly agreed otherwise, we shall retain all IP rights to any materials or results generated based on such data.
Article 16. Bark, potting soils, peat products, composts and their mixtures. Without prejudice to the provisions of Article 6, the following applies:
16.1. When bark, potting soils, peat products, composts and their mixtures are sold by volume, the volume for bulk deliveries is determined at the time of loading at one of our sites.
For packaged products sold by volume (not in bulk), the volume is determined at the moment the packaging is sealed.
The Buyer has the right to be present during the volume determination of these products.
Given the nature of bulk products, a 10% volume settlement during transport from one of our sites to the Buyer is considered normal. Additionally, a maximum 5% measured volume deviation between the EN volume at loading and the Buyer’s inspection is allowed. Inspection by the Buyer must be carried out using a weighbridge and a representative number of EN measurements in a calibrated CEN cylinder, based on the total delivered volume.
16.2. Bark, potting soils, peat products, composts and their mixtures are products of natural origin. Their quality is guaranteed for a period of 3 weeks (after collection/delivery), provided they have not been processed (including in mixtures) and have been deposited and stored in an enclosed space protected from weather conditions. As these are natural products, no guarantee can be given regarding the absence of weed seeds or other contaminants.
Article 17. Force Majeure. We are released from our obligations, without the Buyer being entitled to any compensation, if our non-performance is directly or indirectly caused by, or results from, events beyond our reasonable control. The Buyer acknowledges that such events include, but are not limited to: fire, flood, earthquake, accident, civil unrest, war, rationing, embargoes, cyberattacks, health or other crises, communication or internet failures, and supply issues affecting us or our suppliers.
Article 18. Jurisdiction - Applicable Law. 18.1. In the event of any dispute, only the courts of our registered office shall have jurisdiction. In any case, only the Belgian courts shall be competent. 18.2. Only Belgian law shall apply, and no conflict-of-law rule may be invoked in such a way that any law other than substantive Belgian law would become applicable.
Article 19. Waiver - Severability - Precedence. 19.1. The failure to enforce one or more provisions of these terms and conditions shall never be considered as a waiver of these conditions by the Buyer. 19.2. The invalidity of one or more articles, or parts thereof, shall not affect the validity of the remaining provisions. If any article or part of an article is found to be invalid, the parties undertake to replace it with a new provision or part that most closely reflects the original intent and effect of the invalid clause. 19.3. Our terms and conditions shall at all times take precedence over those of the Buyer, who, by placing the order, expressly waives the applicability of its own general terms and conditions and agrees not to invoke them.
