1 Terms and conditions
1.1 These Terms and Conditions of Delivery are applicable to every offer and every agreement concerning the deliveries made by South American Food Express B.V., hereafter depicted as SAFE.
1.2 All offers and quotations are noncommittal.
1.3 In accordance with the following statements, an agreement is realised through accepting orders by SAFE or one of its employees. SAFE reserves the right to cancel any order taken by its employees within 7 days counting from the day the order was placed.
2 Pricing and tariffs
2.1 Unless agreed in writing, transport costs, costs of documents, costs of letters of credit and so on are not included.
2.2 In case as a result of changes in national, supranational or foreign government activities the prime cost for SAFE is raised, or if the conditions of delivery of the products for which an agreement with SAFE has been sealed are influenced, SAFE reserves the right to adjust the pricing and/or conditions of delivery accordingly.
3.1 SAFE offers delivery free domicile.
3.2 In case the delivery costs are covered by SAFE, then the goods are insured for risks of transport. With this type of delivery SAFE reserves the right to decide on the means of transport and the type of vehicle used.
4.1 The products are, without prejudice to article 14, acknowledged to have been delivered as soon as they have arrived and have been unloaded at the destination as provided by the buyer, which is noted on accompanying transport documents. From that moment onward the products fall under the buyer’s liability. The buyer and the individuals further handling and transporting the products are obliged to follow all recommendations made by or in name of SAFE.
4.2 SAFE does not accept any liability for personal or material damage.
4.3 The buyer is obliged to ensure a quick unloading of the vehicle as soon as it has arrived and needs to give appropriate recommendations to that end. Nor those who, in name of SAFE, deliver the products, nor SAFE itself, will be held responsible for any damage that may arise while following these recommendations.
5.1 All estimated delivery times are subject to change.
5.2 Delays on the side of SAFE, due to any cause, do not give the buyer rights not to comply with obligations toward SAFE, nor to any compensation.
6 Omission by buyer
6.1 In case the buyer does not purchase the products within the agreed upon time-frame, he or she will be assumed to be in omission by law, which gives SAFE the right to without notice of default charge 5% of the invoice value for every day of delay beyond the agreed upon time-frame. On such occasions SAFE reserves the right to cancel any current agreements as a whole or partially by means of a single written notice to the buyer. This without prejudice to any of SAFE’s other rights, including the right to full compensation.
7 Force majeure
7.1 Force majeure in the broadest sense of the word exempts SAFE from its obligation to deliver within a set time-frame or on a certain date and gives SAFE the right to if necessary partially or completely cancel the associated purchase-agreement through a written notification thereof to the buyer.
7.2 Force majeure includes every circumstance or event for which SAFE can not be held responsible, which reasonably prevents SAFE from fulfilling its duties. Force majeure also includes company disorder, piling up of orders, lack of sufficient stock and general circumstances, which disturb SAFE’s regular production and delivery to the buyer.
8.1 Complaints concerning the delivered quantity of products as well as concerning other upon delivery visible defects are to be mentioned on the accompanying documents instantly.
8.2 Complaints concerning defects unnoticeable upon delivery are to be received in writing, clearly described, within two days upon delivery of the products.
8.3 Through signing the documents without further disclosure as described under 8.1., respectively due to expiry of the period of 8 days as described under 8.2., all associated complaints are rendered void.
8.4 Complaints are also rendered void when delivered products are altered in character and/or composition, partly or completely damaged or repacked. SAFE may based on its judgement deviate from this article.
9 Legal liability SAFE.
9.1 Only in case of attributable breach by SAFE toward the buyer SAFE is liable to damage to tangible property, if this is an immediate result of that attributable breach, including the resulting damage.
9.2 SAFE is not liable for damage either in case the products are taken from the packaging by the buyer or his customers, whether or not these packages are destined for consumer circulation, or these packages are altered or opened by the buyer or his customers with the intention of bringing the products into the consumer circulation.
9.3 SAFE is not liable for damage as a result of third party liability toward the buyer based on articles 6:185 et seq. of the Dutch Civil Code, in case the defect in the product delivered by SAFE can not reasonably be attributed to SAFE or a third party for which SAFE is liable, and in particular in case the defect did not exist at the moment the product was brought in circulation by SAFE, or in case the defect is attributable to non-compliance with the instructions provided to the buyer.
10.1 Returns are only allowed in case SAFE explicitly consents or in case these returns are done by or are commissioned by SAFE. In case of approval the returned products will be credited during the next delivery, or replacement products will be delivered.
10.2 Unless otherwise agreed returns are borne by and at the risk of the buyer.
11.1 Safe could charge the buyer return deposits for its packaging. Packaging is only accepted at the calculated rate in case of sorted and undamaged (freight paid) return. In case the packaging is not properly sorted 20 Eurocents per crate will be deducted.
11.2 Packaging is loaned to the buyer. Under any circumstance the packaging remains property of SAFE.
11.3 Dispatchment is catered for by the buyer.
11.4 Clearance of the calculated and returned packaging is only permitted upon inspection by one of SAFE’s employees.
12.1 Unless otherwise agreed the buyer is obliged to clear the purchase-price immediately. In case explicitly agreed the purchase-price can be cleared within the agreed period starting from the invoice date through a cash deposit or a transfer to one of SAFE’s bank accounts.
12.2 SAFE reserves the right to whenever it sees fit request for cash payments or advance payments, as well as to delay further deliveries in case payments for earlier deliveries have not been cleared. The buyer is at all times obliged to upon SAFE’s earliest request provide this necessary certainty concerning payment of his debts to SAFE.
12.3 The payment is completed at the moment SAFE has access to the funds.
12.4 In case the payment is not in possession of SAFE within the agreed period counting from the invoice date, SAFE could charge the statutory interest without notice. This interest calculation will initiate on the eleventh day from the invoice date.
12.5 In case of delivery in partitions or instalments the payment conditions apply to every delivered partition or instalment separately.
13 Buyer default
13.1 Without prejudice to its right to fulfilment and/or compensation claims, SAFE reserves the right to cancel the agreement with the buyer completely or partly and/or to claim compensation and in case of partial dissolution to suspend delivery to the buyer, in case the buyer in any way may be reluctant to fulfil its obligations, the buyer dissolves his company, is declared bankrupt, requests suspension of payment, offers an arrangement to his creditors or if any similar circumstances occur.
14 Retention of title
14.1 The products delivered by SAFE to the buyer remain property of SAFE for as long as the associated invoices including their interest and costs are not entirely cleared.
14.2 Until that time the buyer only has the right to dispose or to process products in a manner which is in accordance with the regular activities of his company.
14.3 All products and containers originating from SAFE and in possession of the buyer are assumed to be those mentioned on the unpaid invoices, or at least to the extent in which the quantity, the type and the composition of products do not exceed the quantities mentioned on the unpaid invoices.
15 Disputes and recovery
15.1 Without prejudice to SAFE’s right to choose a competent judge, any disputes which may arise between the buyer and SAFE will be settled by means of arbitration, in accordance with the rules of the Dutch Institute of Arbitration.
15.2 Costs of legal and out-of-court recovery, including advising costs, are in all instances borne by the buyer.
16 Applicable law
16.1 All agreements to which these terms and conditions partially or entirely apply are governed by the Dutch law.