Terms and conditions

These general terms and conditions (hereinafter “General Terms and Conditions”) apply to all Agreements (as defined below) concluded by CLAREBOUT POTATOES NV (with registered office at 8950 Heuvelland, Heirweg 26 and registered in the Crossroads Bank for Enterprises with company number 0432.63,717 (hereinafter “Culbout Potatoes”) and the Customer (as defined below).

1 DEFINITIONS

1.1 In these Terms and Conditions, the following terms have the following meanings:

“Orders”: a (written) order from the Customer to deliver a Good;

“Goods” means all goods sold by Clarebout Potatoes, i.e. dispose of, to the Customer, including but not limited to potato products;

“Customer” means any natural or legal person to whom Clarebout sells Potatoes Goods;

“Offer”: a written offer from Clarebout Potatoes to deliver a Good;

“Agreement(s)”: (i) any written agreement concluded between, and signed by, Clarebout Potatoes and the Customer, including, but not limited to, agreements for the sale of Goods; (ii) any Contracts made by the Customer in accordance with Article 3 of these General Terms and Conditions during the period of validity of the Offer Accepted Offer; and (iii) any Order Accepted by Clarebout Potatoes;

“Force Majeure”: any circumstances beyond the reasonable control of Clarebout Potatoes or the Customer that make the performance of its obligations reasonably impossible, including but not limited to fire, explosions, power outages, seismic activity, strikes, delays or interruptions in the supply of ground and/or auxiliary substances, floods, special weather conditions, natural disasters, war, (cyber) terror, occupation measures and pandemic.

2 APPLICABLE

2.1 By concluding an Agreement with Clarebout Potatoes, the Customer declares that he has read and understands the General Terms and Conditions in their entirety, and the Customer irrevocably agrees to the content of the General Terms and Conditions and their application to all Agreements and legal relationships with Clarebout Potatoes.

2.2 Clarebout Potatoes reserves the right to change its General Terms and Conditions at all times, which amended version from ten (10) calendar days after notification to the Customer will be applicable to all subsequent agreements with Clarebout Potatoes.

2.3 The Customer can, in any case, always consult the general terms and conditions at https://www.clarebout.com/en/termsandconditions.

2.4 These Terms and Conditions, together with the content of the Agreement, govern the legal relationship between Clarebout Potatoes and the Customer.

2.5 The Customer is deemed to irrevocably waive his own (current and future) general terms and conditions and invoice terms and conditions, which will in no case form part of the Agreement and as a result of which Clarebout Potatoes will not be bound.

2.6 In the event of any conflict between the General Terms and Conditions, on the one hand, and an Agreement, Quotation or Order between Clarebout Potatoes and the Customer, on the other hand, the provisions of the Agreement, Quotation and/or Order shall prevail.

2.7 Deviations from these General Terms and Conditions are only possible with prior, express and written agreement between Clarebout Potatoes and the Customer.

3 OFFER AND PRICES

3.1 The sending of price lists, price budgets, brochures, advertising messages, newsletters and/or any information on the Clarebout Potatoes website cannot be considered by the Customer as a binding offer by the Customer. The conditions stated in and more generally the content (including price indications and price budgets) of the aforementioned documents may be changed by Clarebout Potatoes at any time at its own discretion, without prior notice to the Customer.

3.2 Quotations are at all times revocable by Clarebout Potatoes up to the moment of Acceptance by the Customer. Unless expressly stated otherwise in the Offer and subject to previous withdrawal, Quotations are valid for seven (7) calendar days from the date of the quotation, after which they automatically expire.

3.3 Clarebout Potatoes is only bound after acceptance of the Offer in question by the Customer (hereinafter the “Acceptance”), without prejudice to what is determined below.

An Order will only bind Clarebout Potatoes after receipt by the Customer of a written confirmation by Clarebout Potatoes of the relevant Order (by letter or electronic) (hereinafter also the “Acceptance”), without prejudice to what is stipulated below.

The Acceptance of an Offer by a Customer or an Order by Clarebout Potatoes establishes the Agreement.

3.4 Nevertheless, Clarebout Potatoes reserves the right, even after the Acceptance, to adjust the prices (or acceptance thereof) in the Agreement, Quotation or Order (or Acceptance thereof) (i) if the price of the goods that Clarebout Potatoes buys from third parties would be increased or such goods would not be (temporarily) available; and/or (ii) in the event of an increase in wage costs, social security contributions, taxes, taxes, and the price of the goods. In addition, Clarebout Potatoes also reserves the right to correct material errors in the Agreement, Quotation, Order or Acceptance.

3.5 The prices that appear in the Offers and/or the Agreements only cover the Goods to be delivered therein by Clarebout Potatoes.

3.6 Unless explicitly stated otherwise, prices are always stated in Euro (€) expressed and excluding taxes, taxes and costs, of whatever nature, including any import duties and other costs associated with customs clearance, unless expressly stated otherwise.

3.7 In the event that, by way of derogation from Article 3.6, the declared price is expressed in a currency other than the Euro (€), any adverse exchange rate fluctuations against the euro after the Acceptance shall be borne by the Customer.

If the aforementioned exchange rate fluctuations have the effect that the exchange rate is less favourable than at the time of the acceptance, Clarebout Potatoes reserves the right to charge the difference in the relevant invoices at the time of the invoice.

4 PAYMENT

4.1 Unless explicitly stated otherwise in the Agreement, all invoices of Clarebout Potatoes are payable by bank transfer to the account number stated on the invoice and stated at the latest on the invoice at the latest by the due date or, if no express due date is stated on the invoice, within a period of thirty (30) days after the invoice date. Any other form of payment (including, but not limited to, payment by cheques or bills of exchange) is not permitted.

4.2 The Customer is not entitled to suspend its payment obligation to Clarebout Potatoes, nor to set up for any amounts that Clarebout Potatoes would owe the Customer.

4.3 Protests against invoices of Clarebout Potatoes must be sent by registered letter to Clarebout Potatoes within eight (8) calendar days after the invoice date. After the aforementioned period of eight (8) calendar days, the Customer is no longer entitled to protest the invoice in question, and the Customer must pay the relevant invoice.

4.4 In the event of total or partial non-payment of the invoice on the due date by the Customer, the Customer shall owe the default interest as determined in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions on the date of becoming due and payable of the amount, and this from the day following the due date until full payment. If the period of non-payment is less than one (1) year, this interest is calculated pro rata temporis.

In addition, the Customer in the aforementioned case is due by operation of law and without prior notice of default a fixed compensation of ten (10) percent on the outstanding amount with a minimum of two hundred (200) EUR per invoice, even if a grace period was granted and this without prejudice to the right of Clarebout Potatoes to claim higher compensation.

4.5 Notwithstanding any previously permitted payment modalities, in the event of non-payment of one of the invoices of Clarebout Potatoes on the due date, all amounts owed to Clarebout Potatoes, including the non-due invoices, will be automatically and immediately due to the defaulting.

4.6 Without prejudice to the right of Clarebout Potatoes to compensation and interest as set out in Article 4.4, Clarebout Potatoes also reserves the right, in the event of partial non-payment by the Customer on the due date of the invoice, without prior notice of default, to cease all further deliveries of Goods with respect to this Customer until the full payment by the Customer to Clarebout Potatoes from all amounts due by the Customer.

4.7 The payment of any contractual advances that may be determined by the Customer will be due to Clarebout Potatoes in the event of (partial) non-payment by the Customer to compensate for the possible losses in case of resale.

5 PROPERTY CONDITIONS CONTENTS

5.1 The Goods that Clarebout Potatoes has delivered to the Customer remain the property of Clarebout Potatoes until the day of full payment of their price, including any interest and compensation, so that Clarebout Potatoes can claim their return, infalling infall during which case the risk of damage and loss is in principle transferred to the Customer at the time of delivery as stipulated in Article 7.4.

5.2 In the event that the Goods are processed, these processed goods will replace the Goods delivered. Similarly, in the event of continued sale of the Goods – whether processed or not – the right to the resulting selling price is also in place of the Goods.

6 CANCELLATIONS

6.1 In the event of cancellation of the Agreement by the Customer before the time provided for delivery of the Goods, the Customer shall owe Clarebout Potatoes a fixed fee of at least 30% of the invoice or quotation amount, without prejudice to the right of Clarebout Potatoes to prove a higher actual damage.

7 DELIVERY OF GOODS

7.1 Unless otherwise stipulated, the delivery takes place at the location mentioned in the Agreement.

7.2 Unless expressly stated otherwise in the Agreement, all delivery periods communicated are indicative and concern an effort commitment for Clarebout Potatoes.

7.3 The possible payment of the contractual advance does not imply in any way a guarantee because of Clarebout Potatoes regarding the effective delivery times. The Customer acknowledges that the effective delivery of the Goods may be dependent on, and is influenced by, a multitude of internal (including the availability of the Goods, grouped deliveries,...) and external (including failed harvests,...) factors that are not always checked by Clarebout Potatoes.

7.4 The risk of loss, damage or destruction of Goods passes to the Customer at the moment that the Goods have been prepared by Clarebout Potatoes for collection, unless expressly agreed otherwise. The transport risk is allocated to the Customer as a whole.

7.5 The weight of the Goods to be supplied is determined at the time when the Goods were prepared by Clarebout Potatoes for collection. In accordance with article 7.4, the loss of Goods during transport is at the expense of the Customer. Consequently, regardless of the weight of the Goods on delivery, it is suspected that the correct weight of the Goods in accordance with the Agreement has been prepared for collection. Nevertheless, the Customer can provide the proof to the contrary.

8 CONFORMITY

8.1 The unconformity of the Goods, any, determined non-conformity of the Goods must be communicated in writing to Clarebout Potatoes in writing no later than eight (8) days after delivery, with a detailed indication of the non-conformity established.

If Clarebout Potatoes is not informed of the non-conformity of the Goods within the aforementioned period, the Customer is deemed to have accepted the Goods without reservation, and irrevocably any claim on that basis on that basis lapses on that part.

8.2 Complaints due to non-conformity do not suspend the payment obligation on the part of the Customer.

8.3 In the event of non-Compenet Goods, the Customer accepts that one or more of the following measures are sufficient to compensate any damage in full without additional compensation: (1) crediting the relevant (part-)invoices with regard to (the relevant part of) non-compliant Goods; and/or (2) the re-delivery of (the relevant part of) the non-inclusive Goods without additional costs.

9 LIABILITY

9.1 Without prejudice to deviating mandatory legal provisions, Clarebout Potatoes is only liable for damage caused by the non-compliance with its own obligations, if and insofar as that damage is caused by its own intentional error or deceit.

9.2 In no event will Clarebout Potatoes be liable for indirect damage, including but not limited to lost profits, inability, bankruptcy, business interruption, labor incapacity, moral damage, loss of reputation, personnel costs, depreciation or damage to third parties and damage to third parties. Where appropriate, the Customer is obliged to indemnify Clarebout Potatoes in respect of all claims by third parties for compensation for damage, for which the liability of Clarebout Potatoes is excluded in these General Terms and Conditions.

9.3 Without prejudice to the previous provisions and limitations, the liability of Clarebout Potatoes is in any case limited to the amount of the last invoice paid by the Customer for the delivery of the Goods.

10 OVERMACHT

10.1 Clarebout Potatoes is in no way liable for damage caused by the non-exercise or late execution of the Agreements if this is reasonably impossible for Clarebout Potatoes as a result of force majeure.

10.2 In the event of Force Majeure, Clarebout Potatoes reserves the right to dissolve the relevant Agreement without any compensation being due.

11 TERMINATION BY CLAREBOUT POTATOES

11.1 Unless otherwise stipulated, the Agreement between Clarebout Potatoes and the Customer is always of a fixed duration.