1. Applicability of the conditions
1.1. These general conditions shall apply to the conclusion, the contents and the performance of all agreements between Pittman Seafoods NV and the Supplier, excluding and rejecting all other conditions, including Supplier's conditions, even if reference is or has been made to such other conditions, unless it has been agreed otherwise in writing. These general conditions shall also apply to additional orders.
2. Binding force of orders
2.1. There will be no binding agreement unless Pittman Seafoods has accepted and confirmed the order in writing to the Supplier.
2.2. Pittman Seafoods NV shall only be bound by the agreement, if the order has been submitted in writing by Pittman Seafoods NV.
3. Prices, payment and security in case of advance payment
3.1. Unless it has been agreed otherwise in writing, prices shall be fixed from the date when the agreement is effected, and payment for goods delivered to Pittman Seafoods NV shall always be made subject to payment within 30 days from the end of the month in which the invoice was issued. Invoices shall contain the number and date of Pittman Seafoods NV's order. If advance payment has been agreed, Pittman Seafoods NV shall be entitled to require of the Supplier at any time that, as a security, he will furnish a bank or group guarantee, to the satisfaction of Pittman Seafoods NV. The delivery note number shall always be shown in addition to the order form number, subject to refusal and return of the invoice.
3.2. Payment shall in no respect whatsoever imply the renouncement of any rights pursuant to the agreement and these conditions.
4. Documentation and specifications
4.1. Upon request Supplier will provide proof of full traceability on all products purchased by Pittman Seafoods NV within 24 hours.
4.2. Upon request Supplier will provide a full specification sheet for each product purchased by Pittman Seafoods NV. Deviations or changes to these specifications should immediately be reported in writing to Pittman Seafoods NV prior to delivery.
4.3. Supplier will be able to provide Pittman Seafoods NV with all necessary documents 3 days before delivery, as requested by official authorities of the country of destination, such as e.g. commercial invoices, packing lists, health certificates, transport documents (AWB/CMR/B/L), certificates of origin, catch certificates, etc. If requested Supplier will present proof of HACCP certification. Suppliers with other certifications, like e.g. BRC, IFS, Global Gap,... must provide proof of this. In addition to the above-mentioned documents Pittman Seafoods NV will reserve the right to ask Supplier to provide any other document or statement.
The Supplier must have faxed or e-mailed a copy of these documents to Pittman Seafoods NV at the latest 15 days after the issuing date of the bill of lading, unless otherwise agreed.
4.4. The Supplier must always confirm the customs technical origin of the products purchased by Pittman Seafoods NV on both their offers and heir sales/contract/order confirmations. For all certified products, a reference to the certification has to be made on all documents.
5. Delivery time and delivery
5.1. Unless it has been agreed otherwise in writing, deliveries shall be made according to the Incoterms 2010 DDP, accompanied by a corresponding contract of carriage and within the delivery time agreed between parties, which time shall begin to run at the date when the agreement is made. The Supplier shall give prior notice to Pittman Seafoods NV of any and all deliveries, stating the number and date of Pittman Seafoods NV's order. In case of transport by land or by inland boat the contract of carriage shall contain the same references.
5.2. The delivery time referred to in paragraph 1 may only be exceeded with Pittman Seafoods NV's previous written consent, without which consent the Supplier shall be in default by the mere fact that the delivery time has been exceeded. In such case Pittman Seafoods NV shall have the right to suspend its obligations to pay and to deduct the damages and costs (including the penalties Pittman Seafoods NV has to pay to third parties) which have arisen for Pittman Seafoods NV, from the purchase price to be paid. Pittman Seafoods NV shall have the right to purchase the necessary products elsewhere and deduct the purchase price difference from the Supplier's invoices. And this without prejudice to the right to terminate the agreement pursuant to the provisions of Article 14. As soon as the Supplier becomes aware or could reasonably be aware that he cannot deliver in time, he shall notify Pittman Seafoods NV in writing without delay.
5.3. If Pittman Seafoods NV is not able to accept the goods offered for delivery due to force majeure, the Supplier shall store the goods at his costs and at his own risk, for a period of time to be agreed upon, in his warehouses, in such a manner that the proper and constant composition of the goods continues to be guaranteed and that the quality level, which is required in accordance with the provisions of article 9, is preserved. Immediately after Pittman Seafoods NV's notice that the goods can be delivered again, the Supplier shall make the deliveries, without prejudice to the provisions of article 14.
6. Excess and shortfall in delivery
6.1. Excess and shortfall in delivery of the quantities agreed is permitted only if and to the extent such is expressly stated in the order submitted by Pittman Seafoods NV. In absence of the written agreement, any modification of the quantities by the Supplier compared with the initial order can justify the termination of the order and/or the refusal of acceptance of the delivery by Pittman Seafoods NV. In such case the Supplier will be held liable for all damages and costs (including the penalties Pittman Seafoods NV has to pay to third parties) which have arisen for Pittman Seafoods NV due to the excess or shortfall in delivery.
6.2. Partial deliveries are permitted only after Pittman Seafoods NV's written consent, in which case the terms of the order and these conditions shall continue to be fully applicable.
6.3. The risk of goods delivered in excess which are stored with Pittman Seafoods NV continues to rest with the Supplier, until Pittman Seafoods NV and the Supplier have reached an agreement on what has to be done with these goods. All costs related to such storage shall be for Supplier's account.
7. Transfer of risk and ownership.
7.1. Unless it has been agreed otherwise in writing the ownership of all goods to be delivered by the Supplier to Pittman Seafoods NV shall be transferred at the moment of delivery to Pittman Seafoods NV. The goods to be delivered shall be at Supplier's risk, until they have been delivered at the place to be determined in accordance with article 5, paragraph 1.
7.2. If the delivered goods do not meet the quality requirements as referred to in article 9 and are consequently rejected by Pittman Seafoods NV, the risk shall again pass to the Supplier at the moment when the notification of rejection has been sent by Pittman Seafoods NV to the Supplier, all this without prejudice to the relevant provisions laid down elsewhere in these conditions.
8. Packaging and transport
8.1. The goods to be delivered shall be packed, stored, labelled and transported in accordance with all applicable national and international legal regulations and directives and also in accordance with the conditions laid down by Pittman Seafoods NV in the order, or, in the absence thereof, the conditions normally applicable in the trade of such goods. The Supplier shall hold Pittman Seafoods NV harmless against all liability in respect thereof. All packaging material used of whatever nature, shall become the property of Pittman Seafoods NV, unless the ownership thereof has been reserved by the Supplier.
8.2. Standard packaging of frozen products must be in fixed weight cartons. Variable weight deliveries can only be accepted with the explicit consent by Pittman Seafoods NV.
9. Warranty of quality
9.1. Supplier warrants that the goods to be delivered meet the specifications, characteristics and requirements agreed upon. If nothing has been agreed in this respect, the goods must meet the usual specifications, characteristics and requirements as customary in commercial trade, and at the moment of delivery comply with all provisions laid down in Belgian law and European law, including more particularly the applicable provisions of the Belgian Food Law. The Supplier furthermore warrants that the goods comply with all legal requirements related to the quantity and quality of goods, in both the country of import and delivery.
9.2. All products supplied to Pittman Seafoods NV can be subjected to quality entrance control. Should a product not meet the quality requirements of Pittman Seafoods NV, the Supplier will have to bear all costs resulting from the delivery of non-conformance products (including the penalties Pittman Seafoods NV has to pay to third parties).
9.3. Pittman Seafoods NV will be entitled, without being obliged, to inspect the products (including checking and/or testing). Inspection of the products by Pittman Seafoods NV or by persons or bodies designated by Pittman Seafoods NV, can take place either prior to, during or after, receipt of the goods or performance of the Agreement. Pittman Seafoods NV may check and/or test the products at Supplier's production facilities and/or office and may for this purpose enter the premises where the products are situated. Receipt of the goods without inspection or notification by Pittman Seafoods NV does not constitute acceptation of the goods by Pittman Seafoods NV. Pittman Seafoods NV will not be held by any term to inspect the goods. Pittman Seafoods NV will not be held by any term to notify claims concerning non conformity or defects of the goods other than the legal prescription terms.
9.4. If a product supplied to Pittman Seafoods NV should have to be recalled and/or destroyed upon demand of the Belgian or European health authorities, or cfr. Belgian/EU law, all recall and subsequent costs will be invoiced to the Supplier. If a container or part of a container load is not cleared for import in the EU and/or is not declared suitable for human consumption and/or if the EU control document concerned is not duly issued and signed by the EU health authorities, Pittman Seafoods NV shall not pay for the products and all subsequent costs will be invoiced to the Supplier (including the penalties Pittman Seafoods NV has to pay to third parties). In case Pittman Seafoods NV has already paid, this payment will immediately be reimbursed to Pittman Seafoods NV.
10. Non-compliance with quality requirements
10.1.If upon delivery or thereafter, or if a latent defect is discovered after delivery, if the goods are disapproved by Pittman Seafoods NV or by any relevant authority, or if they are in any other way found not to be in compliance with agreed or customary specifications or requirements, the Supplier shall, if Pittman Seafoods NV so elects and notifies it to that effect, adjust the production to Pittman Seafoods NV's satisfaction, refund the amount already paid or deliver goods which shall correspond with the agreed or usual specifications, characteristics and requirements, without prejudice to Supplier's obligation to have the delivery of the goods to Pittman Seafoods NV completed not later than the last day of the delivery time fixed in accordance with article 5.
10.2.Until the adjustment has been made in accordance with the provisions of the previous paragraph or until the right goods are still delivered to Pittman Seafoods NV, the latter shall have the right to suspend all its obligations to pay and may compensate for damages and costs (including the penalties Pittman Seafoods NV has to pay to third parties). The provisions of the paragraphs 1 and 2 do not prejudice Pittman Seafoods NV's right to demand full compensation for all funds, costs and damages and to annul the agreement in accordance with the provisions of article 14.
10.3.If the goods are partially rejected and if in the opinion of Pittman Seafoods NV the remaining part is unusable, Pittman Seafoods NV is entitled to return the whole delivery to the Supplier, and to demand a new delivery, notwithstanding to the provisions of the previous paragraph.
10.4.The rejected goods shall be stored by Pittman Seafoods NV for the account and at the risk of the Supplier. The Supplier shall be obliged to collect the goods rejected at Pittman Seafoods NV's plant within two days after the day when Pittman Seafoods NV has requested to do so, in default of which Pittman Seafoods NV can do with these goods as Pittman Seafoods NV thinks fit. The Supplier shall be charged for all costs incurred by the storage, processing and handling of the goods rejected and in so far as possible will be compensated for by means of off-set.
11. Compliance with the regulations
11.1.The Supplier declares to comply with the laws and regulations in effect, notably as regards:
- The labelling of the products;
- The necessary documents;
- The safety measures;
- Social and ethical requirements - labor law, notably child labor;
- The protection of the environment
12.1.Pittman Seafoods NV is not liable for any damage or any injury of whatever nature and cause in whatever way or inflected to the Supplier or on the goods belonging to the Supplier or on persons in his employment or on third parties he puts into action in the performance of the agreement, and the Supplier shall hold Pittman Seafoods NV harmless from all other claims, all this except in case of wilfulness or gross negligence of Pittman Seafoods NV.
12.2.The Supplier shall hold Pittman Seafoods NV harmless from all damages and from all claims of third parties for damage or injury caused by or arising from defects in the goods delivered by the Supplier or because of delay in the delivery by the Supplier and with respect to all remaining bad consequences arising from the performance or failure to perform any of the terms and conditions of the agreement by the Supplier. This includes the penalties that Pittman Seafoods NV has to pay to third parties, resulting from the failure to perform by the Supplier any of the terms and conditions of the agreement.
12.3.The Supplier indemnifies Pittman Seafoods NV against any complaint or damage claim with regard to the licenses and certificates which are on the goods supplied. The supplier shall be held fully and solely liable for payment of any damages.
13. Force majeure
13.1.Force majeure shall suspend the obligations of Pittman Seafoods NV and the Supplier by virtue of the agreement.
13.2.The Supplier shall only be entitled to plead force majeure in all cases in which, temporarily or not, the Supplier cannot reasonably be expected to perform all or part of his obligations by virtue of the agreement due to circumstances beyond Supplier's control, such as strikes, fire, explosion, natural disasters, but not including the non-performance or the late or improper performance by a third party of the obligations the latter has assumed towards the Supplier. In the event of force majeure the Supplier shall notify Pittman Seafoods NV forthwith in writing and keep Pittman Seafoods NV informed of how the force majeure position will work itself out, all the above without prejudice to the provisions of Article 14.
14.1.Pittman Seafoods NV shall be entitled to rescind the agreement with immediate effect either in whole or in part without further notice of default and without prior judicial intervention:
a. if the Supplier fails to fulfil any or several of his obligations to Pittman Seafoods NV or does no fulfil any such obligations in time or fails to fulfil such obligations in the proper manner,
b. if the Supplier is declared bankrupt or has filed a petition for a moratorium, starts winding up his business, proposes an offer for a composition or appears to be insolvent otherwise.
c. if in Pittman Seafoods NV's opinion the performance of the agreement will be permanently prevented or impeded as a result of force majeure, or if further continuance of the agreement reasonably encounters objections, which situation shall in any event arise if force majeure shall have lasted longer than 7 days.
14.2.In the event of recession as referred to in the preceding paragraph, Pittman Seafoods NV shall never be liable for damages in whatever form save in cases of fraudulent misrepresentations by Pittman Seafoods NV. The Supplier shall be obliged to hold Pittman Seafoods NV harmless from any and all claims of third parties that might arise from the rescission. Pittman Seafoods NV shall have the right to purchase the necessary products elsewhere and deduct the purchase price difference from the Supplier's invoices
14.3.In the event of rescission as referred to in paragraph 1 sub a above, the Supplier shall be bound to reimburse forthwith all costs already incurred by Pittman Seafoods NV, without prejudice to Pittman Seafoods NV's right to demand full compensation. If such case presents itself any amount paid by Pittman Seafoods NV without its being due shall be refunded forthwith by the Supplier, increased by legal interest from the day of payment.
15. Assignment of agreement
15.1.Without the prior written consent of Pittman Seafoods NV, the Supplier shall not be allowed to assign the order to or have the order completed by a third party, either in whole or in part.
16.1.In the event where one of the clauses of these general purchasing conditions should be declared invalid or in breach of the regulations in effect, the validity of all of the other clauses of these general purchasing conditions shall not be affected thereby.
17. Applicable law
17.1.All agreements and requests for offers and quotations shall be governed by Belgian law: excluding all conventions concerning a Uniform Law on the Internationale Sale of Moveable Goods (C.I.S.G.).
17.2.The business terms used in these conditions as well as the agreement shall be interpreted and explained in accordance with the provisions contained in the Conditions of Incoterms 2010.
18. Disputes and jurisdiction
18.1.Any disputes arising out of or in relation to this agreement shall, by choice of the claimant, be finally settled:
- or by way of arbitration organized by an arbitration institute appointed by Pittman Seafoods, by one or more arbitrators appointed in accordance with the rules or this arbitration institute
- or by court, in which case the Courts of Bruges shall have exclusive jurisdiction
19.1 The Supplier is obliged to keep secret all information in the widest sense concerning Pittman Seafoods NV's Business, which becomes known to him in the framework of the performance of the agreement and to demand the same from employees and/or third parties used by him for the performance of his obligations.19.2 The Supplier who fails to observe the provisions of the previous paragraph shall be liable for any damages that Pittman Seafoods NV may suffer as a result.