General conditions of sale
Field of application
Unless agreed otherwise in writing, these general terms and conditions shall apply to all contractual relations between schoeps sa, having its head office at 5 boulevard de la technicité, 7110 houdeng-goegnies, registered with the crossroads bank for enterprises [central business register] under number 0445.845.058 ( mons-charleroi legal persons’ register, department mons) (hereinafter referred to as "schoeps" or the "company") and any buyer (hereinafter referred to as the "buyer" or the "customer"), with the exception of other general terms and conditions or other documents agreed between the company and the buyer.
By ordering, the buyer expressly agrees to these general conditions, which will be sent to him as soon as he has registered in the commercial program of the company, which is also available on the website of schoeps, via the following link: http://schoeps.be/eng/
The photographs that illustrate the products are only an indication of the general appearance thereof.
Each item offered for sale is part of a summary presentation based on information provided by the manufacturer or the supplier. The texts linked to these photographs are based on the elements that appear on the packaging, for which SCHOEPS may at no time be held liable.
As the products offered for sale concern food products and as all information about the essential characteristics of the product are available to the customer on the packaging, in case of any problem or damage resulting from the use of the product (e.g. allergic reactions and such) the sole and exclusive responsibility shall lie with the Customer and/or the consumer.
Orders shall be firm and finalized after SCHOEPS has received an order by e-mail, fax or an online order from the Customer.
The minimal order quantity is 24 boxes by product reference.
An order form based on the order shall be drawn up by the Company and a confirmation automatically generated and sent to the Buyer with a summary of the ordered items and all special terms and conditions of sale.
SCHOEPS shall make every effort to process the order as quickly as possible. Barring any external influence, the production time will be at least 72 hours for sending the order to countries that border Belgium. For other countries the delivery time may be longer, and may be determined on a case-by-case basis.
SCHOEPS reserves the right not to confirm the order if there is a valid reason, such as a supply problem, lack of information for the order, a foreseeable problem regarding to the delivery or an abnormal aspect of the order (a disagreement with the customer about the payment of a previous order, wrong delivery address, ...).
All prices are quoted exclusive of VAT, in euros, inclusive of charges. They shall include transport costs for complete pallet (48 boxes) orders. Transport costs shall be borne by the Buyer, unless expressly agreed otherwise, for the cases listed in the table below:
CURRENT DAILY DRIVING RATE + ADDITIONAL COSTS OF SPECIAL ACCESS TO THE DELIVERY ZONE
Pallet from 24 to 47 boxes
Pallet of 48 boxes
CARRIAGE PAID TO
Pick-up at warehouse from 24 to 48 boxes
FRANCE/ LUXEMBURG / HOLLAND
CURRENT DAILY DRIVING RATE + ADDITIONAL COSTS OF SPECIAL ACCESS TO THE DELIVERY ZONE + EUROVIGNET
Pallet from 24 to 47 boxes
Pallet of 48 boxes
CARRIAGE PAID TO
Pick-up at warehouse from 24 to 48 boxes
Each change in the selling price of the goods shall be notified to the Buyer 2 weeks before it enters into force by e-mail and / or by post. Each price shall be notified to the Buyer individually, whereby the total price of the order shall include the price of the goods and the transport costs.
All payments shall be made by bank transfer. For every payment, the banking partner shall provide a secure payment system and guarantee the confidentiality of the numbers that are communicated through the security and encryption procedure.
If there is no authorization for a bank transfer, the order will be cancelled. The Customer shall then be liable to pay a lump sum of 25% of the invoice amount, with a minimum of €250,00 (two hundred and fifty euros), exclusive of VAT, without prejudice to the right of SCHOEPS to additional compensation to cover the actual damage suffered. SCHOEPS reserves the right not to process an order in case of payment issues in previous orders.
4. Terms of payment
For each buyer the company shall apply to “atradius” credit insurance for coverage. Depending on the cover provided by the credit insurance to the buyer, the latter will or will not be authorized to pay invoices within 30 days. In cases where the buyer cannot be covered by atradius, or if the insurance covers less than half of the invoice amount, the buyer shall be required to pay in cash in advance. The general terms and conditions of atradius shall apply to the buyer in such an eventuality.
Invoices can be validly contested only by registered letter within eight (8) days from the date of issue of the invoice, stating the date of issue and the number of the invoice with a detailed reason. If the dispute concerns a problem relating to the quality of the goods themselves, article 7 of these general terms and conditions concerning claims shall apply..
In case of non-payment on the agreed due date, default interest shall be payable as of right without prior notice by the buyer to schoeps. This interest shall be calculated at a rate of 1% per month of delay, where each started month will be considered as complete month. In addition, the amounts due will be increased by the costs for the compensation of schoeps for the collection of the debt and an amount equal to 25% of the invoice amount, with a minimum of €250.00 (two hundred and fifty euros) exclusive of vat, by way of lump-sum compensation, without prejudice to schoeps to claim additional compensation to cover the prejudice actually suffered.
In case of non-payment of invoices at the end of the term, all invoices, even if not due, shall become payable immediately and the terms and conditions of payment shall be cancelled. The same rule shall apply in the event of impending bankruptcy, judicial or conventional dissolution, cessation of payment, and indication of insolvency of the buyer. Any payment - in whole or in part - of an invoiced amount shall entail acceptance of the invoice. Partial payments are always accepted with all reservations and without prejudice and shall be used first to cover court fees, then for accrued interest, then for the penalty clause and ultimately for the principal sum.
5. Adjustment - cancellation by the buyer
All changes or additions to an order shall be valid only with the written consent of schoeps, including as regards price, payment conditions, production time, etc.
In case of cancellation of an order, even partially, the buyer shall be liable to pay 25% of the price of the cancelled order with a minimum of €200.00 (two hundred euros), without prejudice to the right of schoeps to demand additional compensation for the damage actually suffered, without limitation of the costs of ordered goods which cannot be reused.
6. Delivery - terms and conditions
Schoeps shall organize the delivery unless agreed otherwise in writing. Deliveries shall be made by an external transport company or by schoeps internal transport services. The buyer may also collect the goods at the company’s registered office, at such date and time as agreed with schoeps.
For goods intended for export via road transport, the incoterm "carriage paid to" ("cpt") shall apply. Schoeps has accordingly chosen the transport mode and shall assume the transport costs to the agreed destination. The risks shall be transferred as soon as the goods are handed to the first transport company.
Schoeps shall be liable for the clearance of goods and transport regulations inside the european union (“eu”). Schoeps will not provide any insurance to cover the risk of loss or damage to the goods during transport. The buyer shall be authorized to take out insurance for the goods at his own expense.
For overseas transport, the condition "cost, insurance and freight" ("cif") shall apply, which means that schoeps shall be liable for the goods up to the agreed port of destination.
Schoeps shall also be responsible for insuring the shipment, choosing the shipping company, customs declarations and administrative documents, as well as for the payment for export duties. Once arrived at the destination port, the buyer shall become responsible for the goods. This means that the buyer shall be tasked with clearing the goods and handling all customs and import formalities.
The buyer accepts that there is no specific time for the reception of the goods. Schoeps shall indicate a delivery day, not a specific time. Delivery dates shall be indicated in working days. Delivery dates indicated in order confirmations shall be for information only, and delays shall not entitle the buyer to cancel the sale, refuse the goods or claim commercial reimbursement.
Changes to the order may lead to a postponement of the original delivery dates.
If the actual configuration of the place of delivery physically prevents unloading of the goods, the carrier (schoeps) reserves the right to cancel the delivery. If the storage conditions of the goods are not optimal (no or defective refrigerator breaking of the cooling chain, ...), the company reserves the right to cancel the delivery. Transport and shipping costs shall be paid by the buyer. The company shall inform the customer by e-mail that the delivery cannot be made. In such situations, schoeps shall contact the customer in any way possible to reach an agreement on the follow-up to be given to the order.
The customer shall be deemed to accept the goods upon arrival, at the delivery address, directly or through an agent of his choice, who can prove the identity of the customer and produce the order number assigned by schoeps to the carrier. The buyer, or any other person mentioned above, must check the quantity of the goods upon receipt of the order and before the departure of the carrier. The buyer must always sign a delivery note or transport ticket, and provide detailed and legible information in case of any defects (damaged/missing goods). The buyer must confirm the shortcomings of the goods, either by e-mail at the following address firstname.lastname@example.org or by telephone at the number indicated on schoeps website within two days after delivery, specifying the number of the order at issue.
Except in cases of force majeure (unforeseeable and irresistible case), the buyer may not refuse delivery. Any and all claims shall be lodged as provided herein.
If the goods are refused, the contract shall be terminated automatically after 2 days of the summons to execute the contract. Paid instalments shall be retained by way of penalty. Schoeps reserves the right to claim additional compensation.
7. Complaints and liability
The buyer shall have the time until the expiry date to check the goods carefully and to submit a complaint. The buyer shall lose the right to file a complaint for failure or manifest defect of the goods if these are not reported to schoeps by post or e-mail via email@example.com, with the following information: weight of the goods at issue, type of product, problem encountered, batch number, expiry date, bag references, as well as photographs of the actual problem. The company shall have 2 working days to respond to the complaint and indicate which arrangements they will make. If the return of the goods is justified, the buyer shall be reimbursed the amount corresponding to the defective goods and must (1) either destroy the defective goods, (2) or return the defective goods at the expense of schoeps. If the returned goods turn out to be in a good state of consumption, the buyer shall in turn have to reimburse the costs incurred in the event of an unjustified complaint. It shall be up to the buyer to respect the cold chain and good storage conditions in general. Schoeps reserves the right to refuse and / or return orders subject to complaints at the expense of the buyer if these conditions are not met. Any liability of schoeps for indirect damage caused by the goods, including loss of profit or loss of contracts by the buyer or damage to any other property or the environment, shall be expressly excluded, except in the event of criminal intent or gross negligence.
The buyer may at no time return the goods or make a replacement purchase without the prior consent of schoeps.
Subject to a specific guarantee given by schoeps, the responsibility of the company shall be limited to the value of the invoice for the delivered goods. In any event, this responsibility shall be limited as required by law.
The buyer acknowledges that schoeps does not guarantee that the goods will comply with the regulations or requirements applicable in each territory, except as regards compliance with the rules and regulations applicable in belgium.
8. Force majeure and exceptional difficulties
All circumstances that were reasonably unforeseeable at the time of the preparation of the offer which make it difficult - or more difficult than expected - to perform the contract from the administrative, technical, financial or other perspective, shall be regarded as force majeure.
In addition to the suspension of services as of right and /or the entitlement to terminate the contract as of right at no cost and without compensation, they shall entitle schoeps to claim a review or compensation, by simple service of written notice. Under such circumstances, the execution period shall be suspended automatically as long as the force majeure continues, plus the time required to resume the services (at least two working days). In the event of force majeure of more than one calendar month, the contract can be cancelled at no costs or compensation.
The following cases shall be considered as force majeure: state of war or mobilization, strikes, lock-out, riots, lack of raw material, machine or equipment damage, disturbances in transport, interruptions in electrical services, any exceptional atmospheric circumstance and in general, any event that prevents the beginning or the provision of the services. In case of force majeure, the buyer shall not be authorized to request the termination of the contract or to replace the services offered by schoeps.
9. Suspension - resolution
In case of non-payment of an invoice, schoeps reserves the right to suspend the contract without prejudice to the provisions of article 4.
Every invoice not paid when due shall authorize schoeps to consider any new order/contract as non-existent as of right without prior notice. In such case, the buyer shall have to pay a penalty of 30% of the agreed sum of the contract, with a minimum of € 250.00 (two hundred and fifty euros), which shall be due as of right without formal notice, by way of compensation for the prejudice and loss of income.
The company shall also be entitled to suspend any further deliveries until all outstanding sums are entirely paid.
10. Bankruptcy - insolvency
Schoeps reserves the right to terminate any order or contract without notice in case of bankruptcy or insolvency of the buyer. In such eventualities all outstanding debts of the buyer to schoeps shall become payable as of right.
11. Applicable law – competent courts
These general terms and conditions shall be interpreted and all disputes relating thereto settled in accordance with belgian law articles 1 to 4 (inclusive), 40 and 89 to 101 (inclusive) of the vienna convention are excluded.
Any disputes relating to the existence, performance or interpretation of these general terms and conditions of sale shall fall under the exclusive competence of the mons-charleroi courts – mons division as regard the orders, deliveries and invoices drawn up in french, and to the ghent courts – ghent division as regards orders and invoices drawn up in dutch or english.