Article 1: Subject of the transaction
(a) Insofar as the Buyer orders consumable goods, the subject of the transaction is the Seller’s permit to consume the goods prior to any payment, without any property in the consumable goods ever passing, in return for the Buyer paying the price.
(b) Insofar as the Buyer orders non-consumable goods or if the Buyer orders consumable goods but only so far as the consumable goods remain unconsumed until any payment, the subject of the transaction is to transfer the property in the goods to the Buyer in return for the Buyer paying the price.
(c) Insofar as the Buyer orders services, the subject of the transaction is to provide the services to the Buyer in return for the Buyer paying the price.
Article 2: Price and payment
(a) The Seller shall charge the price for the goods or services quoted in the Seller’s Order Confirmation. Such Order Confirmation is sent by email to the Buyer following his acceptance, verbal or in writing (whether by email or otherwise) of an offer made by the Seller, verbal or in writing (whether by email or otherwise). Unless disputed in writing within 6 hours, the Order Confirmation shall evidence the entire agreement between Buyer and Seller on the transaction.
(b) Prices listed on the Seller’s website or on his quotes shall be non-binding and always be subordinate to the price quoted on an Order Confirmation.
(c) When the Seller grants a discount to the Buyer for early payment, such discount is conditional upon payment of the invoice being settled before delivery of the goods or services. When the Seller grants a continuity discount to the Buyer, such discount will only be effective at the Buyer’s next purchase with the Seller, provided such purchase is confirmed within 6 months after the purchase giving rise to the continuity discount.
(d) Unless otherwise agreed in writing, payments are due within 30 days after the invoice date. In case of late payment, the Seller is entitled to charge interests of 1,0% per month as well as an administrative fee of 300 EUR.
Article 3: Delivery
(a) Unless otherwise instructed by the Buyer, the goods will be delivered by truck alongside the vessel, to the extent permitted by port and terminal regulations. The Buyer shall instruct his agents and the terminal to allow and facilitate the delivery. If the Buyer instructs delivery to be made in a warehouse, alongside a barge or any other place other than alongside the ship, the Buyer shall be responsible for complying with all necessary customs formalities beyond that point of delivery.
(b) The price quoted on the Order Confirmation includes transport, unless delivery has to be made during night hours (between 22h and 6h) and/or on Saturdays, Sundays or public holidays in the country of delivery, in which case the Seller reserves the right to charge the extra costs mentioned on the Order Confirmation.
(c) Unless otherwise agreed, the truck driver will deliver the goods at quay alongside the ship or on the truck’s tail lift. The Buyer picks up the goods at such point at his expense, risk and responsibility.
(d) The price quoted on the Order Confirmation includes 1 hour truck laytime, which starts to count from the moment the truck arrives at the gate of the terminal the ship is lying or, in case of a publicly accessible berth, alongside the ship. Truck laytime ends when the truck departs from the unloading place. If the allowed truck laytime is exceeded, the Seller shall have the right to charge truck demurrage charges as mentioned on the Order Confirmation.
(e) Without prejudice and in addition to any other rights and remedies the Seller may have, if the Buyer is unable to start taking delivery of the goods 1 hour after arrival of the truck alongside the ship or at any other agreed place of delivery, the Seller shall have the right to depose the goods alongside the ship or anywhere near the agreed place of delivery and delivery shall then be deemed to have been accepted by the Buyer. The Seller shall in no event be responsible for any loss of goods and/or any quality deterioration after such deposal of the goods.
(f) Unless agreed otherwise in advance, the goods shall be packed in non-returnable material for which the Seller is not under any take-back duty.
(g) Unless otherwise agreed beforehand or unless otherwise foreseen in these Terms and Conditions, the goods shall be delivered to the Buyer on Incoterm Free On Truck (FOT) alongside the vessel.
Article 4: Maritime Lien
For all goods provided, the Buyer shall have a maritime lien against the vessel pursuant to and in accordance with Belgian law. To the extent a foreign court would held Belgian law not to be applicable, it is understood that the presence and acceptance of such maritime lien by the Buyer is of essential consideration to the Seller to enter into the transaction as it touches credit decisions which are vitally important to its business.
Article 5: Claims and liability
(a) Any claims on quantity or quality of goods delivered shall be made in writing within 3 days after delivery, failing which the Buyer shall be deemed to have accepted the goods. Any claims on the quality of fresh provisions shall be made immediately upon delivery failing which the Buyer shall be deemed to have accepted the goods.
(b) The Seller’s liability is limited to the price of the goods concerned. Under no circumstances the Seller shall be liable for any consequential losses incurred by the Buyer.
(c) The Seller shall not be responsible for late delivery or non-delivery if due to an act or omission by the Buyer, the terminal and/or the Buyer’s agents.
(d) The Seller nor the Buyer shall be responsible for any delays, losses or expenses due to Force Majeur. In addition to the circumstances considered Force Majeur under Belgian law, will also be considered to constitute Force Majeur any strikes, lockouts, civil strife and traffic accidents involving the vehicle carrying the goods.
(e) It is explicitly understood that the imposing of capital controls or any other government measure restricting foreign payments shall never constitute Force Majeur nor in any other way discharge the Buyer from his duty to pay the price. Payments blocked as a result of such capital controls or government measures shall be deemed never to have been made.
(f) The Buyer represents that by entering into any transaction with him, the Seller shall not contravene any sanctions imposed by the Belgian authorities and/or the European Union and/or the United States of America.
Article 6: Law and jurisdiction
Any dispute arising out of any transaction subject to these Terms and Conditions, including but not limited to payment disputes, shall be governed by Belgian law with exclusive jurisdiction for the courts of Antwerp, Belgium.