Cibo's standard terms of sale
1. These standard terms of sale cancel and replace all other prior conditions, even if they result from existing business relationships. These conditions shall also prevail over those of the buyer or the co-contracting party, unless otherwise expressly stipulated in writing beforehand.
2. Our merchandise is shipped at the buyer's risks.
3. Delivery timeframes are provided for information purposes, even if mentioned on the order form. They cannot, under any circumstances, constitute a reason for cancelling an order or for terminating the agreement. In addition, they cannot give rise to compensation for the buyer, unless a specific deadline is expressly mentioned on the order form, in which case delivery is deemed to have taken place on the date of shipment by the seller. Under no circumstances may shipping delays give rise to a cancellation, termination or compensation
4. Any claim must be submitted within seven days following the invoice or delivery date and must always be sent by registered mail, failing which it shall be deemed null and void.
5. Any cancellations may only be deemed valid if they have been confirmed in writing by N.V. CIBO
6. Agreements with our representatives or resellers may only give rise to legal consequences if confirmed in writing by N.V. CIBO (which may take place via a specific mention on the invoice sent at a later time).
7. Invoices are payable in cash, unless otherwise expressly stipulated on the invoice. In this case, this exceptional payment timeframe shall only apply to the invoice in question and shall not apply in general in future.
8. Any payment delay shall immediately make all invoices due without the need for prior notice. In addition, we will charge fixed compensation of 10% (with a minimum of EUR 40) and a late payment interest of 12% on the invoice amount, plus any reminder or protest expenses, banking charges, etc.
9.1. The merchandise delivered and invoiced shall remain the property of N.V. CIBO until it has been paid in full, such that the buyer mN.V. CIBO t take the necessary measures to be able to return this merchandise to N.V. CIBO at any time and at its expense. (including in the case of seizure under legal process, bankruptcy or resale). Accordingly, N.V. CIBO reserves the right to have the merchandise picked up at the buyer's expense, without legal intervention, as long as the merchandise has not been paid for in full. The pick-up expenses shall be due together with the compensation and interest. However, N.V. CIBO cannot be bound by such a pick-up requested by the buyer.
9.2. Retention of Title – Special Provision for Deliveries to Germany
(1) Until full payment has been made of all our present and future claims arising from the purchase agreement and an ongoing business relationship (secured claims), we retain title to the goods sold.
(2) Goods subject to retention of title may neither be pledged to third parties nor assigned as security prior to full payment of the secured claims. The buyer must notify N.V. CIBO immediately in writing if and to the extent that third parties gain access to goods belonging to N.V. CIBO .
(3) In the event of conduct by the buyer in breach of contract, in particular non-payment of the purchase price when due, we shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and/or to demand the return of the goods on the basis of the retention of title. A demand for the return of the goods does not simultaneously constitute a declaration of withdrawal; rather, we are entitled merely to demand the return of the goods while reserving the right to withdraw. If the buyer fails to pay the purchase price when due, we may only assert these rights if we have first unsuccessfully set the buyer a reasonable deadline for payment, or if the setting of such a deadline is dispensable under the statutory provisions.
(4) The buyer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall additionally apply.
(a) The retention of title extends to the products resulting from the processing, mixing, or combining of our goods, to their full value, with N.V. CIBO being regarded as the manufacturer. If, in the case of processing, mixing, or combining with goods belonging to third parties, their right of ownership continues to exist, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. In all other respects, the same shall apply to the resulting product as applies to the goods delivered subject to retention of title.
(b) The buyer hereby already assigns to N.V. CIBO , by way of security, the claims against third parties arising from the resale of the goods or the product, either in full or to the extent of any co-ownership share we may hold pursuant to the preceding paragraph. We accept this assignment. The buyer's obligations set out in paragraph 2 shall also apply with regard to the assigned claims.
(c) The buyer remains authorised to collect the claim in addition to N.V. CIBO . We undertake not to collect the claim as long as the buyer meets its payment obligations towards N.V. CIBO , does not default on payment, no application has been filed for the opening of insolvency proceedings, and there is no other deficiency in its ability to pay. If, however, this is the case, we may require the buyer to disclose to N.V. CIBO the assigned claims and the debtors thereof, to provide all information required for collection, to hand over the corresponding documents, and to notify the debtors (third parties) of the assignment.
(d) If the realisable value of the securities exceeds our claims by more than 10%, we shall, at the buyer's request, release securities of our choosing.
10. Any disputes shall be referred to the courts of Leuven (Belgium), specifically, to the Vredegerecht van het Eerste Kanton Justice of Peace of the First Canton), the Rechtbank van Eerste Aanleg [Court of First Instance) or the Rechtbank van Koophandel [Commercial Court), given that all agreements are deemed to be concluded and implemented at our registered office
11. Only standard products may be taken back, subject to the prior and written approval of N.V. CIBO. In the event of an accepted return, an administrative and handling fee will be charged amounting to 15% of the value of the returned goods, with a minimum of EUR 25 and a maximum of EUR 100. The goods must be returned carriage paid, unused, undamaged and in perfect resaleable condition. Custom-made, modified or specially ordered products
will under no circumstances be taken back.