GENERAL TERMS AND CONDITIONS OF SALE (“Terms and Conditions”)
- Identification of MeltingPom
1-1. MeltingPom’ (Allofruits SPRL) is a limited liability company governed by Belgian law with its registered office at Rue Goffart 79, 1050 Ixelles (ECB identification number: 0412 866 444 and VAT identification number: BE0412 866 444). MeltingPom’ is also referred to here in “The General Conditions” as “MeltingPom'”, “the Company” or “the Seller”.
1-2. Full contact details:
Address: MeltingPom’ (Allofruits SPRL) Rue Goffart 79 1050 Ixelles.
Telephone : + 32 470 84 44 98
Email : firstname.lastname@example.org
1-3. MeltingPom’ is active in the marketing and distribution of fruit baskets, snacks, breakfast and aperitif solutions in companies, as well as the marketing and distribution of gourmet baskets.
2. Field of application
The “General Terms and Conditions” apply to all contracts (including Orders) concluded between MeltingPom’ and the customer, whether the customer is a natural or legal person (“Customer”).
3. Conclusion of contracts with MP
3-1. The General Terms and Conditions, together with any special terms and conditions stipulated by the Seller (such special terms and conditions may be established by any exchange between the Seller and the Customer, including an Order acknowledgement) form, together with the agreement concluded between the Seller and the Customer, the complete and sole agreement concluded between the Customer and the Seller..
Any request or claim by Customer that has not been expressly accepted by Seller in writing shall not form part of this agreement between Seller and Customer.
Similarly, a Customer Order that has not been followed by a written confirmation (e.g., but not limited to, an acknowledgement of receipt from Seller) from Seller shall not be binding on Seller.
3-2. Any unilateral modification by Customer of this agreement shall be ineffective (unless expressly agreed in writing by Seller).
3-3. In the event that any provision of these Terms and Conditions is found, in whole or in part, to be invalid, unenforceable or illegal, the validity of the remaining provisions of the Terms and Conditions shall not be affected thereby.
4. Customer’s Obligations and Responsibilities
All communications from Customer are presumed to be true and accurate.
Customer shall not be entitled to rely in any way on any material error, inaccurate information or any action of a third party.
Furthermore, as this concerns foodstuffs, the customer is solely responsible for any danger or food risk associated with the consumption of the foodstuff offered by MeltingPom’. The Client may therefore not take any action against MeltingPom’ in this respect.
5-1. All prices are calculated on the basis of products quantified and measured at the place of dispatch. Unless otherwise expressly stated in the Order acknowledgement, prices are net. All taxes, transportation, insurance, shipping, storage and similar charges shall be borne solely by Customer.
Any increase in such charges occurring after the date of the Order Acknowledgement shall be borne by Customer. Payment of invoices shall be made net, without deduction, within 15 days of delivery at the latest. If the Customer is subject to receivership or liquidation proceedings, the Seller shall not be bound by the payment terms specified above: payment shall then be in cash, either before shipment of the Products or before their assembly.
5-2. Default of payment
Any default in payment shall automatically and without prior notice of default entail (i) the payment of interest at a rate equal to 12% per annum from the due date of the invoice until full payment, and (ii) the payment of a flat-rate indemnity of 10% of the total amount of the invoice by way of compensation, without prejudice to any other compensation invoked by the Seller.
In the event that the Customer is in default of payment or performance of any of its obligations, or if the Seller has doubts concerning the Customer’s solvency, and if the Customer does not make cash payment in advance, the Seller reserves the right, without prior notice of default, to terminate the contract or to suspend performance of that part of the contract which has not yet been performed; furthermore, all other sums owed by the Customer shall become immediately due and payable, without notice of default on the part of the Seller, even if they are not yet due. Seller reserves the right to apply any amounts collected to the payment of invoices due for more than 30 days, plus any late payment interest and costs arising therefrom, in the following order: costs, interest, invoice amount. Under no circumstances shall the Customer be entitled to withhold payment from the Seller or to set off its claims against the debts owed to the Seller, even in the event of a dispute.
6. Transfer of risk and delivery
6-1 Unless otherwise agreed in writing, the transfer of risk to the Customer shall take place at the Seller’s registered office, before loading the Products.
If the Customer fails to take delivery of the Products, the Seller may store them at the Customer’s expense and risk and, following notification to the Customer of their availability for a period of no more than 15 days, invoice them as having been delivered with a flat-rate compensation of EUR 8.70 for administration costs. In any case, the Seller reserves the right to resell the goods and to claim any additional compensation.
6-2 Unless otherwise stipulated in the Order acknowledgement, the Products are sold delivered to their destination, and it is the responsibility of the Seller to determine the route and means of transport, as well as the freight forwarders and carriers. The latter shall assume all liability for transportation.
6-3 Unless otherwise agreed in writing, delays in delivery shall not entitle the Customer to any compensation for such delay. Delays in delivery shall only entitle the Customer to cancel Orders for Products not yet in the process of being assembled, but only after the Seller has been given a period of grace to remedy the delay and only after written notice of default has been sent to the Seller. Without prejudice to the aforementioned provisions, mandatory delivery periods shall only entitle the Customer to compensation if the Seller has been fully informed in writing at the time of conclusion of the contract of the losses and damages resulting from any delay in delivery, together with a detailed assessment of the elements constituting such losses.
**** In any event, any delay on the part of the Seller shall entitle the Seller not to deliver the total quantity of Products ordered by the Customer at one time, but to proceed by successive partial deliveries. ****
6-4. Shipment abroad
The Seller declines any responsibility related to the transport of its products abroad. Only the customer will assume all responsibilities. Therefore, the Seller will not assume any responsibility for any damage to its products that may occur during the transportation of the products, nor will it be responsible for any delay in international delivery.
7. Product – quality – conformity
7-1. All deliveries are subject to the tolerances of size and weight normally accepted in the food trade.
Upon delivery, the Products shall be inspected by the Customer to verify the quantity and quality indicated on the Order acknowledgement. Upon such inspection, any apparent and substantial defect or damage to the Products shall be notified by Customer to Seller by written e-mail with acknowledgment of receipt within 12 hours of delivery. In the absence of such notification within this period, the Products shall be deemed to be in conformity and accepted.
In any event, no claim shall be allowed if it relates to a defect that could have been ascertained during a reasonable inspection or if such inspection did not take place.
7-2. As this concerns foodstuffs, MeltingPom’ cannot guarantee the similarity or perfect conformity between the product delivered and the one presented in the MeltingPom’ communication. The photos used in MeltingPom’ communications are not contractual. MeltingPom’ undertakes only to supply goods of similar or equivalent quality, as determined exclusively by MeltingPom’ (particularly in the event of unavailability of stock in the production chain).
7-3. Given the consumable nature of the products sold, it is not possible for the customer to obtain either an exchange or return of the product.
8. RESPONSIBILITIES – CLAIMS
The Seller declines all responsibility for losses due to rotting of the Products, and/or any other direct or indirect consequential losses or damages of the Customer or any other person. The Seller shall be liable only for damages caused by its gross negligence or willful misconduct, the proof of which shall be incumbent upon the Customer; in any event, the Seller’s liability shall be limited to 100% of the invoiced value of the Products in dispute.
9. FORCE MAJEURE
The assembly, shipment and delivery of the Products hereunder shall be made subject to any delay or difficulty in performance resulting in whole or in part from an event of force majeure and the Seller shall not be liable therefor.
In particular, delays or disruptions resulting in whole or in part from war (declared or undeclared), strikes, labor disputes, riots, accidents, fires, floods, natural disasters, delays in transportation material shortages, tool failures, laws, regulations, or ordinances, or any cause beyond Seller’s control which renders impractical the performance of its contractual obligations, and which was not foreseeable by Seller at the time of issuance of the Order Acknowledgment. In such circumstances, Seller shall have reasonable additional time to perform its obligations and may allocate its production among its customers in such manner as it deems most equitable. This provision shall apply reciprocally to Customer. Any event of force majeure shall be notified to the other party within 3 days of its occurrence.
10. Modification of the General Terms and Conditions
MeltingPom’ is entitled to modify the General Terms and Conditions. In such a case, MeltingPom’ shall inform the client at least 7 days before the planned modification. The customer may object to these changes by terminating the contract within 15 days of being notified by MeltingPom’ of the proposed change to the General Terms and Conditions. In the absence of termination within this period, if the customer continues to use the services and products provided by MeltingPom’, the new General Terms and Conditions envisaged by MeltingPom’ will be applicable as of right from the date on which the General Terms and Conditions are announced to come into force.
11. LANGUAGE – COMPETENT COURTS – AND APPLICABLE LAWThese Terms and Conditions are available in English, French and Dutch. The Courts of Brussels shall have exclusive jurisdiction over any dispute that may arise in connection with this sales contract. However, the Seller reserves the right to bring any dispute with the Customer before the Courts of the Customer’s domicile. Belgian law shall be the only law applicable to the contract and to any disputes that may arise between the Seller and the Customer.