Mediterranean Drinks & Delicacies
Edex food groothandel b.v.
Riethil 3, 4825 AP
Breda the Netherlands
T. +31 (0) 168 371 551
F. +31 (0) 168 371 554
VAT no. NL822514011B01
CoC no. (KvK) 50051679
These terms and conditions shall always apply to all offers, agreements, including deliveries of goods and services, made by the buyer. The buyer accepts the applicability of these terms and conditions by the mere fact of placing an order. Standard terms and conditions of the buyer, including purchasing terms and conditions, are not accepted by the seller. If an offer/agreement contains deviating arrangements, related to the mentioned conditions, these conditions will continue to apply for the rest.
All offers are without obligation unless specifically stated otherwise. All prices quoted are net cash and exclusive of taxes due. All prices are based on delivery at factory, warehouse or place of manufacture, not including the packaging. An amount for packaging may be charged separately. If an order is made by the buyer, without explicitly stating the price, then if the seller executes the order, it will be calculated at the prices applicable at the time of execution.
Agreements, however named, shall come into effect after explicit acceptance by the seller. This acceptance is evidenced by, among other things, the written confirmation and/or the commencement of the execution relating to the agreement. Agreements concluded with subordinate staff members who are not authorised by the seller are not binding on the seller as long as they have not been confirmed by the seller or an authorised person.
Quantities and quality
Upon request, the buyer may be permitted to carry out his own inspection of the quantities and quality at his own expense, provided that this is carried out immediately at the place of delivery and without causing any delay. Without this check, the weighing slip issued by the seller will determine the weight to be charged to the buyer. Any claims can only be considered upon presentation of an official weighing slip. For goods subject to weight loss due to refrigeration or freezing, the seller will only reimburse the weight loss above 1%, 2% for frozen products. The tare weights given by unloaders or by producers shall be deemed to be the only correct ones. The Buyer is entitled to take a sample of the purchased goods before shipment and to analyse it or have it analysed, provided that he has expressed his wish to do so at such a time that shipment can take place without delay and also that shipment is not delayed as a result of this analysis. The costs associated with this analysis will be borne by the buyer. If the seller and the buyer explicitly agree to have an analysis performed and also by which expert this analysis will be performed, the report of findings by this expert shall be considered an established fact between the parties. All costs associated with this analysis shall be borne entirely by the buyer. Complaints must be communicated to the seller in writing within 24 hours of delivery. In the case of invisible defects, the complaint must be reported within 24 hours of discovery. In the case of fresh meat, the hidden defect must be discovered within 3 days of delivery and reported to the seller within 24 hours of discovery. By allowing the aforementioned deadlines to expire, the buyer expressly states that he accepts the quantities and quality delivered.
Delivery shall always be made at the seller's place of business. Delivery times, including agreed delivery dates, are target dates unless expressly agreed otherwise. The delivery time starts with the conclusion of the agreement. If the delivery time is shortened at the request of the buyer, the agreed prices will be increased by 50%. In any case the obligation to deliver has been fulfilled if the seller has offered the goods to the buyer at the agreed time and location. The transport or delivery document is proof of offer. If the buyer refuses to take delivery of the goods, he shall be obliged to bear the transport/storage costs and other necessary costs of the seller in any case. If the buyer refuses to take delivery of the goods, the seller is entitled to sell the goods to a third party or to have them at his disposal, without affecting his claims against the buyer. If no delivery period has been agreed, the seller is free to determine that period, which is a maximum of four weeks from the day on which the agreement is concluded. Exceeding the delivery period, within reasonable limits and without damage to the buyer, never gives the buyer the right to compensation or dissolution of the agreement. The seller shall only be liable for damage on account of late delivery if the buyer has given him written notice of default, whereby the buyer must grant the seller a period of time in which to comply with his obligations which is at least half of the original agreed delivery time. If the seller subsequently performs and delivers properly within that period, the buyer shall never be entitled to compensation unless previously agreed in writing.
If not agreed otherwise, the buyer himself shall arrange transport of the goods and the insurance thereof. Transport shall therefore be at his expense and risk. In the case of delivery carriage paid, the seller shall determine the method of transport. Should the buyer wish to use another mode of transport, he shall bear the costs of the additional freight; however, a refund on freight shall never be granted. If the seller is responsible for the transport, the seller is entitled to enter into related commitments with third parties in the buyer's name and at the buyer's expense and risk, which includes any necessary storage.
If, after a contract has been concluded, the seller is unable to perform that contract due to circumstances that were not known to the seller at the time, he shall be entitled to demand that the buyer adapt the agreement for execution. Without affecting the foregoing, the seller shall be entitled to suspend fulfilment in the event of force majeure. Force majeure is understood to mean, among other things, non-compliance with the obligations by seller's suppliers or, as the case may be, fire, strikes or work stoppages, loss of materials to be processed, changes in import and export regulations, but also war, threat of war and related circumstances, riots, etc. If non-performance due to the above circumstances continues for more than six months; the contract between the parties shall be dissolved without either party being entitled to compensation. If the agreement has been partially fulfilled, the seller is entitled to a proportionate part of the agreed amount.
The seller shall only be liable for direct damage suffered by the buyer caused by the seller. Only complaints/claims of liability that are brought to the seller's attention in writing will be considered. The seller shall never be liable for damage if the buyer has proceeded to process and/or redeliver, while he could have discovered the defect/damage through a simple inspection. The burden of proof lies with the buyer that the goods on which the complaint/liability is based, are the same as the goods supplied by the seller. Furthermore, the seller is always entitled to limit and/or repair the damage at his own discretion by redelivering rejected goods or by delivering missing goods. Loss of profits and other consequential losses, however named, shall never be eligible for compensation. The buyer shall always have the obligation to insure himself for this. The damage to be compensated by the seller will always be mitigated if the invoice amount is small in proportion to the extent of the damage suffered and will never exceed three times the invoice amount.
The buyer is always obliged to pay invoices within 8 days after invoice date without deduction of any discount. Set-off, on any grounds whatsoever, is excluded. Exchange rate losses resulting from payments in a currency other than that agreed upon shall be borne entirely by the buyer. The seller shall at all times be entitled to demand advance payment from the buyer or to demand sufficient security for payment. The buyer's refusal to provide the required security shall entitle the seller to regard the contract as dissolved, without prejudice to the seller's right to compensation for costs and damages as well as loss of profit. If the buyer does not pay the invoice amount due on time, he shall owe the seller a contractual interest of 1.25% per month of the invoice amount, calculated from the invoice date. Only those payments shall be discharging towards the seller which have been made in the manner indicated by the seller. If the buyer fails to meet his payment obligation after explicit demand and notice of default, the entire debt shall become immediately due and payable. The same applies in the event of bankruptcy, suspension of payments or receivership. In addition to the principal sum and interest, the seller is always entitled to claim all judicial extrajudicial costs resulting from the non-payment from the buyer. Extrajudicial collection costs shall always be payable if the seller has secured the assistance of a third party for collection. The collection costs are 12% of the amount to be claimed, calculated on the principal amount plus the contractual interest. If the buyer pays the principal and interest within eight days after being summoned, he owes 6% in extrajudicial collection costs, calculated on the principal and interest owed. The seller is not required to demonstrate that he must pay extrajudicial collection costs. If a petition for the bankruptcy of the buyer is filed on behalf of the seller, the buyer shall also be liable for the costs of filing for bankruptcy in addition to the collection costs. Without prejudice to the foregoing, the seller shall always be entitled to suspend its deliveries if payments are not made on time, even if a fixed delivery period has been agreed.
Retention of title
The seller shall remain owner of goods delivered and to be delivered, as long as the buyer has not fulfilled all his obligations to the seller. As long as payment has not taken place, the buyer is prohibited from establishing a (non-possessory) pledge for the benefit of third parties. Until full payment is made by the buyer, the seller shall retain title to the goods. By mixing or processing the delivered goods with other goods, the right of ownership is not lost: then the seller is entitled to take possession of the mixture.
All agreements are subject to Dutch law. All disputes arising from offers and agreements shall be subject to the opinion of the Civil Court which is competent in the seller's place of establishment, unless statutory provisions dictate otherwise, without prejudice to the seller's right to apply to the otherwise competent court. Price quotations, transactions and deliveries shall be made as per the general terms and conditions of Edex food groothandel b.v.