General terms of sale
1. These general conditions of sale form one whole with the concluded sale and the buyer is familiar with these conditions and has expressly approved and accepted them without reservation. The invoice and sales conditions of Jermayo N.V. apply in their entirety and without exception to all its offers, orders, invoices and legal relations, however named. Insofar as the buyer would refer to other conditions in its offer or acceptance, the applicability of these is expressly rejected, and only the conditions of Jermayo N.V. apply.
2. The Dutch text of these terms and conditions shall prevail and in case of contradictions or ambiguities in the translation the Dutch text shall be decisive.
3. The offers of Jermayo N.V. are only valid for a period of 30 days and can always be revised by Jermayo N.V. in the circumstances provided under article 17. Additional wishes of the buyer, unforeseen circumstances, additional difficulties and everything not explicitly mentioned in the offer are not included in the price.
4. The term of delivery stipulated by Jermayo N.V. is only indicative and the exceeding of this term cannot give cause for compensation or unilateral termination of the agreement.
5. Jermayo N.V. shall not be liable for late deliveries due to force majeure or strange cause, such as, for example, but not limited to: strike, fire, illness or accident among the personnel of Jermayo N.V., telecommunication problems, operational disturbance or shortcomings by suppliers of Jermayo N.V., scarcity or lack of raw materials or trade goods, accidents, machine defects and any other case of force majeure or strange cause. Of such force majeure or strange cause Jermayo N.V. shall notify the Buyer immediately in writing.
6. As soon as such a case of force majeure or strange cause arises, even when binding delivery deadlines have been agreed upon, Jermayo shall be authorized unilaterally to extend the agreed deadlines to such an extent as is reasonable with regard to the element of force majeure or strange cause which has occurred. The Buyer shall not be entitled to rescind the contract or claim compensation in the event of force majeure or extraneous cause.
7. The goods ordered are transported at the buyer's risk, even in the case of carriage-paid sales. Any loss of weight, damage or destruction during transport is at the buyer's expense.
8. The buyer undertakes to take delivery of the contracted quantity within the agreed period. Unless otherwise stipulated, it is agreed between the parties that the contracted quantity of each product is deliverable according to an even distribution in time.
Immediately after delivery of the products the 9. Buyer shall be obliged to inspect them thoroughly for weight, quantity, quality and/or defects and in the event of deviating determinations thereof to inform Jermayo N.V. immediately in writing. Such a complaint must be noted on both the waybill and the delivery note upon delivery. If within 48 hours after the delivery of the products the Buyer does not point out in writing to Jermayo N.V. the unsatisfactory quality and/or defects which could have been noticed on thorough examination, then the Buyer is irrevocably considered to agree with the state in which the product has been delivered and any right of complaint lapses. All complaints regarding defects in the goods delivered by Jermayo N.V., which could not be discovered within 48 hours of receipt, must be reported in writing within 8 calendar days after the date of delivery and, where appropriate, before the buyer begins to process, alter, dispose of or no longer possesses the goods. For all complaints of any kind, the buyer shall provide further written justification and a sample of the defective product within the aforementioned period of 8 calendar days. After this period of 8 calendar days, complaints are irrevocably late and buyer accepts that complaints not stated in the manner set forth in this article will not be considered and buyer is irrevocably deemed to have waived his right to invoke hidden non-conformities or hidden defects. In the event of complaints, of whatever nature, Jermayo N.V. must be enabled to verify the complaints submitted and complaints that are not demonstrable will not be accepted. If the complaint is found to be correct, Jermayo N.V. shall, where appropriate, pay fair compensation up to a maximum of the net invoice value of the products delivered. The Buyer must keep the defective goods at the disposal of Jermayo N.V. in the event of a valid complaint, and shall not be entitled to suspend its payments during their examination.
10. Slight variations in quality, color, smell, taste and texture, which are common in the industry or technically unavoidable, do not constitute a basis for complaints.
11. Without prior written agreement, Jermayo N.V. will not accept returns.
12. The deposit for the packaging will be invoiced in the same way as the goods, unless otherwise mutually agreed. The bonded packaging remains the property of Jermayo S.A. It must be returned to the Jermayo S.A. warehouse, free of charge, within two months of the date of delivery of the goods, unless otherwise agreed in writing. They must be provided with all original labels and marks. When returned, the packaging must be in perfect condition, both inside and out, hermetically sealed, clean and completely empty. They may not contain any products other than those for which they have been invoiced. If this is not complied with, the deposit will not be refunded to the buyer and Jermayo S.A. will have the right to refuse the return of the bonded packaging. However, in this case the costs of wear and tear and cleaning will be deducted from the amount of the refunded deposit.
13. The purchaser is obliged to treat and use our products in accordance with the rules of the art and the special application methods which are presumed to be known. The wrong application or the use for other purposes than those originally communicated, excludes any responsibility of Jermayo S.A.. The liability of Jermayo S.A. is limited to the quality of the products.
14. The buyer is aware that metal detection is not performed on large consumption packages. Products intended for direct sale to consumers are filtered or detected for metal: ferrous,non ferrous and stainless steel. The option used is shown on the product specification.
15. Unless otherwise stipulated, our invoices are payable in cash and at the home of Jermayo S.A. All complaints to which the invoices of Jermayo S.A. may give rise must be made within 8 calendar days of the invoice date, by registered letter to be sent to the registered office of Jermayo S.A. In case of later protest there will be an irrevocable acceptance.
16. Any possible delay in payment will automatically and without formal notice incur interest for late payment, as stipulated in the law on late payments in commercial transactions of 2.8.2002. In case of non-payment or late payment, a lump-sum compensation of 10% with a minimum of 40 € will be charged, ipso jure and without formal notice, on the unpaid invoice, as compensation for additional administrative operations and other costs resulting from the non-payment.
17. Jermayo N.V. is always entitled to unilaterally adjust its sales prices if sudden events give cause to do so. Such events are: crop failures, war (-threat) -also in other countries than Belgium-, strikes, natural disasters or -if not a natural disaster- natural events with serious consequences, prolonged internal or external breakdowns (electricity, water, ....), increase of the prices of raw and auxiliary materials, etc. Jermayo N.V. will inform the buyer of this immediately in writing.
18. Jermayo N.V. will charge any change in private label labels, by necessity (legislation) or specified by the buyer, unless otherwise stipulated in the mutual agreement with the buyer.
19. Jermayo N.V. reserves the right to charge the goods as and when they are delivered. If a delivery is not paid on the due date, Jermayo N.V. has the right to suspend deliveries still to be made.
20. The delivered goods remain the property of Jermayo N.V. and can be taken back by it as long as the invoice has not been paid in full.
21. If an order is cancelled by the buyer, even if this cancellation is only partial, the buyer shall be liable to pay compensation equal to the loss suffered by Jermayo N.V. if Jermayo N.V. has already started with the execution or preparation of the order.
22. If the solvency of the Buyer is called into question, as in the case of non-payment or late payment of invoices, Jermayo N.V. reserves the right to impose a prior payment for deliveries yet to be made, or to demand securities, failing which Jermayo N.V. shall be entitled to terminate the agreement unilaterally with immediate effect.
23. Except with prior written permission the buyer is bound not to use or pass on to third parties any information obtained directly or indirectly in connection with the order in the broadest sense of the word (including manufacturing, processing or application methods, recipes, technical data sheets).
24. Jermayo N.V. shall only be liable for intent or gross negligence, and the compensation shall not exceed the net invoice value of the products delivered, in whatever case. Consequential damage will not be compensated.
The directors of Jermayo N.V. are never more liable than the directors' liability insurance in force and intervening.
25. Should any provision of these general terms and conditions prove to be wholly or partly null and void, the other provisions of these general terms and conditions shall remain in full force. In such a case, the parties undertake to replace the invalid provision by a new, valid arrangement that approaches the purpose of the invalid provision as closely as possible.
27. In case of dispute, only the courts of the district of Antwerp, Mechelen division have jurisdiction. Only Belgian law is applicable to the transactions with Jermayo N.V.