General Terms of Sale
GENERAL TERMS AND CONDITIONS OF SALE PITTMAN SEAFOODS NV
version 1 JUNE 2024
1. These general terms and conditions always apply to all Agreements, commercial relations, orders and deliveries of Pittman Seafoods nv. Subject to evidence to the contrary these general terms and conditions are accepted by the Customer by the mere fact of entering into an Agreement with Pittman Seafoods nv.
2. Definitions: the following definitions apply to these general terms and conditions.
- Pittman Seafoods nv: Pittman Seafoods nv, having its registered office at 2 Noordzeestraat, 8380 Bruges, enterprise number 0439.678.729, RLE Ghent Business Court, Bruges Division, account number BE86 2800 5816 2550 BIC GEBABEBB.
- Customer: the natural person or legal entity who uses or wishes to use the products and/or services of Pittman Seafoods nv, or the person who has expressed an interest in any way in the products and/or services of Pittman Seafoods nv.
- Parties: the Customer and Pittman Seafoods nv.
- Agreement: any agreement between the Customer and Pittman Seafoods nv, any supplement or amendment thereto and all subsequent legal acts.
- Goods: All goods, items, products and services sold/delivered by Pittman Seafoods nv to the Customer pursuant to the Agreement.
3. In the event of interpretation problems, the Dutch-language general terms and conditions of Pittman Seafoods nv take precedence over the general terms and conditions of Pittman Seafoods nv in other languages.
4. Pittman Seafoods nv's quote does not yet constitute a final quote, but is always free of engagement, without obligations on the part of Pittman Seafoods nv. A full and legally valid Agreement is deemed to have been concluded if a price quote issued by Pittman Seafoods has been signed or confirmed in writing by the Customer and is subsequently expressly counter-confirmed by Pittman Seafoods.
5. Deliveries are made in accordance with the prices specified in the Agreement and are calculated on the basis of the market conditions applicable at that time. Pittman Seafoods nv reserves the right to change these prices when those market conditions (including but not limited to: transport costs, import duties, etc.) change. The Customer accepts that these market changes are passed on in full.
6. All delivery and other terms are always approximate and without any obligation on the part of Pittman Seafoods nv. Non-observance may never give rise to compensation or termination of the Agreement.
Every substantial event, which seriously hinders, complicates or renders the regular delivery or transport of the Goods impossible, entitles Pittman Seafoods NV to cancel the order unilaterally or to postpone or suspend its performance without the Customer being entitled to compensation.
7. The delivery and acceptance of the Goods is always in accordance with the Incoterm DDP (Incoterms 2020), unless otherwise agreed.
8. The Customer is obliged to take delivery of the ordered Goods on the established delivery dates unless otherwise agreed. If the Customer does not take delivery of the Goods at the time of delivery, Pittman Seafoods nv is entitled to store the Goods at the Customer's expense and risk.
In that case, Pittman Seafoods NV is also entitled, at its discretion:
- to resell the Goods in question at a price and to a third party to be determined freely by Pittman Seafoods nv. Without prejudice to the compensation payable by the Customer for additional storage costs, the Customer shall also owe compensation for the loss of value, i.e. the difference between the contract price and the compensation received by Pittman Seafoods nv in the event of resale.
- or to invoice the Goods in full, without prejudice to additional storage costs. The Goods are made available on demand. The Customer is obliged to pay the invoice in full and to take delivery of the Goods within three months of the original delivery date. In the absence hereof, the Goods will be destroyed. Additional costs of storage and destruction are payable by the customer.
9. All goods delivered remain Pittman Seafoods nv's full property until the contract price has been paid in full. Any risk of damage to or loss of the Goods shall be payable by the Customer. The advances paid are acquired by Pittman Seafoods nv in any case. If the Customer does not comply with its obligations on time, Pittman Seafoods reserves the right to reclaim the Goods. In that case, the Customer shall allow access to its land and buildings. In the even of resale of the Goods, even if processed, belonging to Pittman Seafoods NV, the Customer transfers to Pittman Seafoods NV all claims arising from the resale.
10. In the event of a contractual breach, bankruptcy or insolvency on the part of the Customer, Pittman Seafoods nv has the right, either to demand adequate security for the delivery or to regard the Agreement as terminated by operation of law by simple registered letter without any notice of default, even if the Goods have already been sent in full or in part. In that case, all invoices shall also become immediately due and payable.
11. In the event of dissolution or termination of the Agreement at the Customer's expense, the Parties expressly agree that the Customer shall be liable to pay Pittman Seafoods nv fixed damages estimated at 25% of the contract price. The Customer shall be liable to pay additional damages if the actual incurred losses are higher. If Pittman Seafoods nv prefers the compulsory execution of the Agreement, the contract price shall be invoiced in full and is immediately due and payable. In that case, Pittman Seafoods nv shall only be obliged to deliver the Goods after receiving full payment.
12. All invoices of Pittman Seafoods nv are payable in cash within 30 days of the invoice date, at the registered office of Pittman Seafoods nv, net without discount, unless otherwise agreed. For each invoice that is not paid on its due date, a conventional interest rate equal to the interest rate on the basis of the Belgian law of 2/8/2002 on arrears in payment in commercial transactions shall be owed by operation of law and without notice of default. In addition to, and on top of, this conventional interest on arrears, the Customer shall also be liable for compensation for any unpaid invoice, even partially, fixed at 10% of the invoice amount, with a minimum of €50. Late payment of an invoice makes all outstanding invoices due and payable. The acceptance of a bill of exchange or other commercial papers, as well as the granting of an extension of payment do not imply a substitution of one debt for another and do not imply a waiver of the general terms and conditions of Pittman Seafoods nv.
The Customer waives the right to invoke the suspension of the payment obligations on any grounds whatsoever.
13. Unless stipulated otherwise, the agents of Pittman Seafoods NV may not collect the amount of the invoice.
14. The Customer is obliged to carry out a thorough inspection of the delivered Goods at the time of delivery, at least within 24 hours of delivery. The Customer must check that the delivery is in conformity and does not have any visible defects. This inspection must be carried out in accordance with the provisions of the Codex Alimentarius, on pain of non-acceptance of the defects found. If the Customer discovers visible defects and/or non-conformities, it must inform Pittman Seafoods nv of this immediately, by registered letter. In the absence of any notification regarding the conformity and visible defects of the Goods within 24 hours of delivery, the delivery of the Goods is deemed to have been accepted by the Customer.
The quantity of the delivered Goods shall be immediately checked by the Customer upon delivery and in case of problems shall be immediately reported on the delivery note or transport documents, failing which the Customer shall be deemed to accept the delivered quantities of the delivery.
The Customer has a warranty for hidden defects for one month (1) after delivery of the Goods and under the following conditions: (i) prompt and full payment of price and (ii) immediate notification by registered letter within 24 hours after the defect was discovered or should reasonably have been known.
If the Customer reports any non-conformity and/or defects within the aforementioned term, the Customer must take the necessary steps to preserve the delivered Goods under the best possible conditions, without being entitled to charge Pittman Seafoods nv for this. The Customer must give Pittman Seafoods nv the opportunity to inspect the Goods, the alleged defects and/or non-conformity and all relevant factors. The performance of such inspection is subject to all rights and without any admission of liability. If the inspection shows there is no defect or non-conformity, the Customer shall be liable to pay all costs incurred by Pittman Seafoods nv in relation to such inspection. If the Customer prevents the inspection, Pittman Seafoods nv shall not be obliged to pay any compensation.
15. In each case of jointly checked claim, the total amount of compensation shall not exceed the contract price of the delivered Goods. Compensation is limited to the free redelivery of the defective Goods. Pittman Seafoods nv reserves the right to recall the defective Goods.
Pittman Seafoods nv is not responsible for defects and damage resulting from improper storage and/or use by the Customer or third parties.
16. In any case, if Pittman Seafoods nv should be held liable, its liability is limited to the foreseeable, personal and direct loss suffered by the Customer, the maximum amount being the contract price of the Goods delivered or the intervention by Pittman Seafoods nv's insurer.
Under no circumstance is Pittman Seafoods nv liable for indirect, incidental or consequential losses of any kind. By taking delivery of the Goods, the Customer agrees that it will indemnify Pittman Seafoods NV against any claims by third parties to whom the Goods are delivered or who use them.
17. Notwithstanding the statutory limitation period, the rights of action which the Parties may have against each other in respect of the Agreement shall lapse after one year, starting from the day on which the Goods were delivered/made available.
18. Pittman Seafoods nv is entitled to suspend its obligations vis-à-vis the Customer if Pittman Seafoods nv has a well-founded fear that the Customer shall not be able to fulfil its obligations or a substantial part of its obligations. Pittman Seafoods nv shall immediately inform the Customer of such suspension. Pittman Seafoods nv shall resume its obligations if the Customer can provide sufficient evidence or guarantees that it will be able to fulfil its part of the obligations. If the Customer fails to provide such evidence or guarantees within the period specified by Pittman Seafoods nv, Pittman Seafoods nv reserves the right to terminate the Agreement by simple registered letter to the Customer, without the Customer being entitled to any compensation.
19. In the event of temporary force majeure, Pittman Seafoods nv's undertakings shall be temporarily suspended for the duration of the temporary force majeure, without the Customer being entitled to any damages. Pittman Seafoods nv informs the Customer of this temporary force majeure within a reasonable period. As soon as the period of temporary force majeure is over, Pittman Seafoods nv shall inform the Customer and resume its obligations. If the force majeure is permanent or temporary and lasts for more than three months, Pittman Seafoods nv is entitled to terminate the Agreement immediately without the Customer being entitled to compensation.
The following non-exhaustive list shall be considered force majeure: depletion of stock due to unexpected circumstances, delays in or failure to deliver by suppliers, destruction of Goods as a result of accidents, breakdown of machinery, strikes or lock-outs, riots, war, epidemics or pandemics, floods, high absenteeism due to illness, electronic, computer, internet or telecommunications failures, fuel shortages, or failures attributable to third parties.
20. Any substantial event which seriously impedes or hinders the execution of the Agreement by Pittman Seafoods nv shall give rise to a renegotiation between the Customer and Pittman Seafoods nv, without any possibility of judicial intervention. If no new Agreement can be reached within a reasonable period, Pittman Seafoods nv shall be entitled to unilaterally dissolve the Agreement or to postpone or suspend its execution without the Customer being entitled to any damages. The unilateral dissolution or suspension of the Agreement shall be notified to the Customer by ordinary letter.
21. Any provision of the general terms and conditions that would be void or unenforceable due to a conflict with any legal provision shall nevertheless have its maximum permitted effect. If one or more provisions of the general terms and conditions are wholly or partially invalid, unlawful, void or unenforceable, the remainder of the provisions shall remain in full force and effect.
The fact that Pittman Seafoods nv exceptionally does not demand compliance with the general terms and conditions can in no way be interpreted as a future waiver.
22. Only Belgian law applies to all contracts with Pittman Seafoods nv, including the Vienna Sales Convention (C.I.S.G.).
All disputes arising from or relating to this Agreement shall, at the choice of the plaintiff
- either be submitted to a neutral, accredited mediator chosen by the plaintiff
- or fall under the exclusive jurisdiction of the courts with jurisdiction over the registered office of Pittman Seafoods nv.
23. Business Contact Information. For the purposes of this Agreement, the Parties may receive personal data from natural persons employed by the other Party or any of its employees, directors, subcontractors, agents or representatives, who are in contact with the other Party. In any event, personal data of Personnel shall be limited to "business contact information," i.e.: name, last name, business address, professional phone number and professional email address.
Data controller. Each Party shall act in its capacity as a Data controller with respect to the personal data of the Personnel of the other Party. The Parties confirm that they may disclose the personal data of their Personnel and have a valid legal basis as required by the General Data Protection Regulation ("the GDPR") to share personal data of their Personnel for processing by the other Party.
Obligations. The Party providing the personal data of its Personnel to the other Party shall ensure that (i) its Personnel have been duly informed in accordance with the GDPR that the personal data relating to them shall be used, disclosed and/or processed in connection with this Agreement and (ii) appropriate grievance procedures and processes are developed so that they may claim their rights under the GDPR. The Privacy Policy can be consulted at www.pittmanseafoods.com.
Technical and operational measures. Both Parties shall take appropriate technical and operational measures against unauthorised or unlawful processing of personal data and (accidental) loss or destruction and/or damage.