1. These general terms and conditions always apply to all trade relations of Pittman Seafoods nv. Unless there is any written agreement to the contrary, the general terms and conditions of the trading partners of Pittman Seafoods nv never apply.
2. If there are any interpretation problems, the Dutch general terms and conditions of Pittman Seafoods nv prevail over the general terms and conditions of Pittman Seafoods nv in other languages.
3. All delivery and other periods are always approximate and do not incur any obligation whatsoever for Pittman Seafoods nv. Non-compliance thereof can never lead to compensation for damages or to cancellation of the contract.
4. Any event which hinders or complicates the regular delivery or transport of the goods enables Pittman Seafoods nv to unilaterally cancel the order or to delay its performance without entitling the customer to compensation for damages.
5. Deliveries are made in keeping with the prices stated in the accepted price quotations that are calculated on the basis of the market conditions applicable at that point in time. Pittman Seafoods nv reserves the right to change such prices if such market conditions (including transport costs) change.
6. A full and legally valid agreement is presumed to have been formed when the customer has signed a price quotation of Pittman Seafoods nv or confirmed it in writing and this is subsequently expressly reconfirmed by Pittman Seafoods nv.
7. The goods are delivered and accepted in accordance with the DDP Incoterm (2010 Incoterms), unless agreed otherwise.
8. The customer is obliged to take receipt of the ordered goods on the delivery note drawn up in advance, unless agreed otherwise. If the customer does not take receipt of the goods at the moment at which they are delivered, Pittman Seafoods nv is entitled to store the goods at the customer’s expense and risk.
9. If there is no purchase within 4 weeks after the pre-set delivery dates, Pittman Seafoods nv has the right, as it deems fit, to:
- either re-sell the respective goods. In such a case, the customer must indemnify Pittman Seafoods nv for any lower profit and for the additional costs that Pittman Seafoods nv was forced to incur due to the customer’s failure;
- or invoice the goods, after which the customer is obliged to pay the invoice no later than at the end of the financial year (on 31 May) and he, she or it is granted a maximum of three months to take receipt of the goods before these are destroyed.
In both cases Pittman Seafoods nv has the right to increase the price by 1% per month that no receipt is taken of the goods.
10. Unless there are provisions to the contrary, the agents of Pittman Seafoods nv may not cash the amount of the invoice.
11. In the case of the customer’s breach of contract, bankruptcy or manifest incapacity to pay, Pittman Seafoods nv has the right either to demand adequate surety for the delivery, or, without any notice of default and by operation of law, to regard the agreement as suspended, simply by registered letter, even if all or part of the goods had already been sent. In that case, all invoices are also immediately due and payable.
12. If Pittman Seafoods nv must terminate or cancel the agreement at the customer’s liability, Pittman Seafoods nv shall be owed a fixed amount for compensation for damages for 25% of the contract price, without prejudice to compensation for damages actually suffered by Pittman Seafoods nv.
13. Any delivered goods continue to fully belong to Pittman Seafoods nv until the contract price is paid in full. The customer is liable for any risk of damage to or loss of the goods. In any event, the advance payments continue to be acquired by Pittman Seafoods nv. If the customer does not fulfil his, her or its obligations in good time, Pittman Seafoods nv reserves the right to re-possess the goods. In that case the customer shall allow access to his, her or its buildings and sites. If the goods, which belong to Pittman Seafoods nv, are re-sold or even processed, the customer transfers to the seller any claims to the yields from the re-sale.
14. All invoices of Pittman Seafoods nv are payable in cash at the registered office of Pittman Seafoods nv, net without reduction within 30 days after invoice date, unless there is an agreement to the contrary. Any invoice that is not paid on its due date shall, by operation of law and without notice of default, incur conventional late payment interest equal to the interest rate based on the Belgian Law of 2 August 2002 on combating late payment in commercial transactions, and a fixed amount of compensation for damages of 10%, with a minimum of EUR 50 per invoice, shall be owed. In the case of late payment, Pittman Seafoods nv shall notify its credit insurer accordingly. The customer is liable for the costs and fees of the lawyer of Pittman Seafoods nv. Paying an invoice late makes all outstanding invoices due and payable. Acceptance of a bill of exchange or other trade documents and the allowance of payment deferment do not bring about novation and do not imply any waiver of the general terms and conditions of Pittman Seafoods nv.
The customer waives his, her or its right to invoke suspension of his, her or its payment obligations, on whatever grounds.
15. The customer is obliged to check the delivered goods for non-conformity immediately and at least within 24 hours after they have been delivered or after they have been made available. On penalty of non-acceptance of the established defects, the check must be made in accordance with the provisions of the Codex Alimentarius (Food Code). The customer shall only benefit from the guarantee if Pittman Seafoods nv was notified accordingly by registered letter within 2 calendar days after the non-conformity was discovered or should reasonably have been discovered. If there is any disagreement as to whether or not there is any non-conformity, the customer shall grant Pittman Seafoods nv the opportunity of testing the goods or Pittman Seafoods nv can designate an impartial third person (SGS, for example), who provides a binding opinion on the conformity of the goods.
16. The customer is given a guarantee for visible defects, on condition that they are immediately stated on the delivery note or on transport documents, failing which, the customer is presumed to have approved what was delivered. The customer has a guarantee for hidden defects, on condition that the price is paid in full and in good time.
The guarantee is limited to the free replacement of the defective goods. If Pittman Seafoods nv is liable, the liability is limited to the invoice value. In no case whatsoever is Pittman Seafoods nv liable for any consequential loss of any nature whatsoever. Merely by taking receipt of the goods, the customer indemnifies Pittman Seafoods nv for any claims by third persons to whom the goods were redelivered or who use them.
17. In derogation from the statutory period of prescription, every right of action that the customer has vis-à-vis Pittman Seafoods nv prescribes simply by the lapse of 6 months, to be calculated as from the day on which the goods were delivered or made available.
18. Any provision of the general terms and conditions that might be null and void or non-enforceable due to a conflict with any statutory provision, shall nonetheless include the maximum consequence allowed. If one or more provisions of the general terms and conditions are invalid, unlawful, null and void or non-enforceable, either in full or in part, the remainder of the provisions shall continue to have full effect.
19. Only Belgian law, including the Vienna Sales Convention (C.I.S.G.) governs all contracts with Pittman Seafoods nv.
Any disputes that might arise from or relate to this agreement shall, as the claimant deems fit,
- either be definitively settled by means of arbitration by one or more arbitrators who are appointed in conformity with the regulations of an arbitration institution designated by Pittman Seafoods nv;
- or fall within the exclusive competence of the courts competent for the registered office of Pittman Seafoods nv.