GENERAL TERMS AND CONDITIONS OF SALE
APPLICATION AND INTERPRETATION
These terms and conditions exclusively cover all contractual relations between MIA TRADING INT. SA/NV (VAT BE0455.011.360) having its registered office at Quai des Usines 22-23 Bte 6 Mabru – Porte B4 B - 1000 Bruxelles, Belgium, hereinafter referred to as “MIA TRADING” and the Purchaser.
The Purchaser’s general or special terms and conditions are not enforceable against MIA TRADING. Any contract signed by the parties automatically implies the acceptance of these terms and conditions by the Purchaser. Only special conditions indicated in the Contract or purchase order, or agreed in writing by the parties, can override them.
Depending on the context, and unless otherwise stipulated, (i) the word “Purchaser” in these terms and conditions must be understood to refer to any buyer, customer, client, prospect, importer, distributor, partner or contracting party; (ii) the word “Contract” to any proposal, quote, purchase order, sales contract, service agreement, license agreement, distribution agreement or any other contract between the parties; and (iii) the word “Product” to any food or non-food products or goods distributed, supplied and/or sold by MIA TRADING.
PROPOSAL, ORDER AND CONFIRMATION
Any quotes or proposals produced by MIA TRADING are without obligation and are valid for a maximum of 10 days following the document date.
Any order or request made by the Purchaser, in writing or orally, makes it immediately and irrevocably binding for the Purchaser. It must then be confirmed in writing by MIA TRADING and will only be deemed effective from the date given by this confirmation.
PRICES AND PAYMENT
Contracts with a delivery deadline of more than one (1) month are accepted subject to price increases which might be applied by MIA TRADING’s partners or subcontractors, or caused by circumstances outside MIA TRADING’s control which would make the execution of the Contract more costly for MIA TRADING.
Unless otherwise agreed in the Contract, prices for Product are EXW (Ex Works – from the MIA TRADING’s factory in Belgium) and exclude VAT and any other taxes, duties, fees, transport and costs in general which are not specifically detailed in the Contract.
Any bank charges, costs and fees are to be borne solely by the Purchaser.
Unless otherwise agreed in the Contract, all payments must be made into MIA TRADING’s account within eight (8) days following the invoice’s date, in Euros by bank transfer into the account number indicated on the invoice.
Cash payments can never exceed 2999,99€ per invoice.
Any queries relating to invoices must be sent, with justification, by registered post within eight (8) calendar days of the relevant invoice date. After this time, queries will not be accepted and the invoice will be deemed to have been accepted.
If MIA TRADING consents to a delay in delivery requested by the Purchaser, any amounts to be paid upon shipment shall become due on the date when MIA TRADING is prepared to make shipment, and products held for the Purchaser after such date shall be held at the risk and expense of Purchaser.
In the event that the Purchaser refuses or delays accepting or receiving the Products, it shall make the payment(s) in accordance with the terms and conditions initially agreed by the parties, and reimburse to MIA TRADING all costs caused by the refusal or delay caused by the Purchaser.
The Products may be shipped in a single lot, or in several lots, with the agreement of the Purchaser and each such shipment shall be invoiced separately.
If the Purchaser does not settle received invoices within the given deadline, a standard late payment interest will be applied as of right and without formal notice at a rate of 1% per month. For the purposes of interest, any begun month will be considered as full month. MIA TRADING will also claim from the Purchaser a compensation of 12% of the amount of the invoice with a minimum of 100€. Administrative and legal charges incurred for collection will be borne in full by the Purchaser.
If a single payment is not made by its due date, MIA TRADING reserves the right to suspend its own obligations and even to terminate the Contract, keeping any part-payments already made by the Purchaser to MIA TRADING.
RETENTION OF TITLE
Ownership of Products ordered by the Purchaser will only be transferred to the Purchaser when the total price has been paid in full by the latter to MIA TRADING, even if the Products have already been delivered to the Purchaser. In no circumstances can the Purchaser make use of them, alter, sell, use or pass them on to a third party until payment for all amounts due has been made in full.
If amounts due are not paid in full, MIA TRADING can exercise its right to ownership and the Purchaser shall allow MIA TRADING to recover the Products without difficulty.
DEADLINES AND EXTENSIONS
The deadlines for the fulfilment of MIA TRADING’s obligations are those agreed by the parties but are not compulsory. MIA TRADING can only be held liable if the delay is considerable and exclusively due to its gross negligence. The Purchaser does not have the right to refuse Products, demand compensation or termination of the Contract if the Products are delivered/supplied late unless this is due to MIA TRADING’s gross negligence.
Any later modification demanded by the Purchaser which digresses from the initial Contract may result in an increase in price and extend the completion deadline.
The Products are offered within the limits of available stocks. If all or part of the Products are unavailable, MIA TRADING will inform the Purchaser by email or phone and offer him the opportunity to choose between waiting, modifying his order or cancelling the Contract without charge.
COMPLIANCE AND WARRANTY
The Products are manufactured in accordance with the norms and standards in force in Belgium and in the European Union, and according to the specifications detailed in the Contract.
MIA TRADING reserves the right to modify some features of the Products (such as changes in recipes and ingredients) without warning or agreement from the Purchaser as long as their expected quality are not reduced.
As soon as the Products are available to the Purchaser, the Purchaser must examine them carefully within 48 hours, and give specific details of any apparent cases of non-compliance for which MIA TRADING is responsible.
MIA TRADING guarantees that the Products are free from having anyinvisible material or manufacturing faults/defects for which it isexclusively responsible, during the shelf life of the Products, provided If MIA TRADING is found to be liable, it will only be liable for direct damagecaused exclusively by its gross negligence, to the exclusion of any other damageincluding, but not limited to, loss of earnings, a rise in general costs, a loss ofprofit, loss of clientele, loss of expected savings or any other indirect damage orloss. The total amount of damages for which MIA TRADING is liable cannotexceed 10% of the value of the Contract.
however that such defects are not due to external cause, alteration, abuse, negligence, misuse, unreasonable use, transport, loading/downloading, abnormal conditions of temperature or humidity, dirt, or in an otherwise improper manner, either intentional or otherwise, caused by the Purchaser or by a third party.
If there are faults/defects which are reported according to the terms of the last two paragraphs MIA TRADING must exchange (in part or in full) the faulty Products. The replaced Products will be sent to the Purchaser with the next order made by the latter, unless otherwise agreed by the Parties. Products will continue to be covered by the guarantee for the remaining period of the original guarantee but no longer than this. The cost of packing and return will be borne by the Purchaser. In the event that the Parties disagree on the faults/defects, they will rely on an independent laboratory chosen by them. They shall share equally the laboratory’s costs. Analysis supplied by this laboratory shall be binding for the Parties.
MIA TRADING may suspend its obligation of warranty as long as the Purchaser does not execute entirely its own obligations. Such suspension does not extend the initial warranty period.
No other warranties/guarantees whether statutory, written, oral, express, implied, including without limitation the warranties of merchantability or fitness for a particular purpose for instance, or otherwise, shall apply.
USE AND HANDLING OF THE PRODUCTS
The Purchaser acknowledges that the Products:
are fragile items that must be handled and transported carefully and must be stored in a dry and clean area, and at the appropriate temperature;
must be handled, transported and stored in accordance with all local and international requirements and practices;
must not be used for any other purposes than what is strictly recommended by MIA TRADING or by what is usually expected from the Products.
Unless otherwise agreed in writing, MIA TRADING can quote the Purchaser’s name (including Purchaser’s logos and pictures) as a reference in any format (brochures, websites, displays, posters, press releases, etc.), as well as general information in the public domain about the Products sold by MIA TRADING to the Purchaser.
MIA TRADING is and will remain the sole proprietor and beneficiary of all present and future intellectual rights, whatever they are, connected with the brand names, logos, designs, graphic designs, documents, manuals, products, recipes, concepts, know-how, manufacturing methods, original ideas associated with the Products, whether or not they are protected or registered. The Purchaser agrees not to imitate or forge the Products, market identical or similar products, apply for or register trademarks, logos or models, generally demonstrate any intellectual property right to any of these elements, or remove the labels from the Products that it has acquired, in any way whatsoever.
All documents and information, without restriction, given or shown by MIA TRADING to the Purchaser, manufacturing methods and techniques related to the Products, prices, commercial and financial conditions and costs shall remain strictly confidential. Unless this information has already come into the public domain in a completely lawful manner, the Purchaser may not under any circumstances, even after complete execution of the Contract, directly or indirectly divulge or communicate it to third parties and make use of it for himself or for a third party, other than for the strict execution of the Contract.
LIMITATION OF LIABILITY
If MIA TRADING is found to be liable, it will only be liable for direct damage caused exclusively by its gross negligence, to the exclusion of any other damage including, but not limited to, loss of earnings, a rise in general costs, a loss of profit, loss of clientele, loss of expected savings or any other indirect damage or loss. The total amount of damages for which MIA TRADING is liable cannot exceed 10% of the value of the Contract.
The Parties are not liable for failure to fulfil any contractual obligation which is due to events of force majeure which are out of their control, and which they could not have been expected to foresee when the Contract was signed or prevent or overcome, even if the event does not make execution of the Contract impossible but merely substantially more difficult or more expensive. Force majeure includes fire, strike, accident, sickness, natural disaster, destruction of plants or equipment, computer bugs, changes in IT environments, general lack of supplies or means of transport, delay or failure to fulfil obligations on the part of MIA TRADING’s suppliers or subcontractors.
In such circumstances, the defaulting party must inform the other party of the situation in writing as soon as possible. The parties’ obligations which are impossible to fulfil because of force majeure can be temporarily suspended or renegotiated. Should the case of force majeure lasts more than 6 months, the Contract will automatically be terminated or rescinded, without any compensation, unless otherwise agreed by the parties.
TERMINATION OF THE CONTRACT
MIA TRADING can terminate the Contract or suspend its own obligations at any time and without notice or any compensation to the Purchaser, as of right and without prior notice:
– if the Purchaser fails to fulfil one of its contractual obligations or if it turns out that he will fail or if there is a risk that he will fail to fulfil one of his obligations, even if this happens before this obligation is due to be fulfilled. In this case, any payment(s) made or due from the Purchaser is/are definitively acquired by MIA TRADING. In addition, MIA TRADING will automatically be entitled to a lump-sum compensation worth 50% of the cost of the work still to be done by MIA TRADING, without prejudice to any damages and interest if the total value of the damage actually suffered by MIA TRADING turns out to be higher.
- in the event of incapacity, bankruptcy, insolvency, inability to make payments, a request to defer payment, voluntary or compulsory judicial reorganisation or any other event demonstrating the Purchaser’s financial difficulties.
- if MIA TRADING ceases trading or makes substantial changes to its professional activities.
- in the event of an instance of force majeure which lasts for more than 6 months.
If the Purchaser terminates the Contract without intentional gross negligence on the part of MIA TRADING, MIA TRADING will automatically be entitled to a lump-sum compensation worth 50% of the terminated Contract, without prejudice to any damages and interest if the total value of the damage actually suffered by MIA TRADING turns out to be higher.
APPLICABLE LAW AND JURISDICTION
The Contract and these terms and conditions are exclusively governed by Belgian law.
Any litigation, dispute, disagreement or claim which arises from or relates to the Contract or its subsequent modifications that cannot be solved amicably will be solely ruled on by the courts and tribunals of Brussels, in Belgium (French-speaking chambers).
The obligations set forth in the sections entitled “Purchaser references”, “Intellectual property”, “Confidentiality”, “Limitation of liability” shall survive cancellation, termination or nullity of any contract between the parties.