Willy De Nolf NV: General Terms and Conditions of Sale and Delivery
(1) Validity
The placement of an order implies that the buyer accepts these terms and conditions of sale. Other (previous or later) price lists, contracts and any other terms are null and void.
(2) Jurisdiction
In the event of disputes only the law courts in the judicial district of Kortrijk or another court chosen by the seller are authorised to adjudicate. All agreements and any disputes arising are governed solely by Belgian law.
(3) Prices
All offers are free of obligation and are made under a sales reservation.
All prices are net prices and are listed in euros, without a discount, excluding shipment, packing, or any other service. The prices are without obligation and V.A.T. is not included. All invoices are payable in euros unless there is an explicit agreement to the contrary.
(4) Cancellation
4.1 Cancellation by Willy De Nolf NV
The seller always has the right to cancel an order, even when it was confirmed in writing, without being liable for further damages, if it is found that :
- previous invoices have not been paid by the expiry date ;
- references received concerning the buyer are not considered reliable enough. The seller does not have to disclose the source of this information ;
- it is not possible to deliver due to a bad harvest or circumstances beyond one’s control such as inclement weather, constant periods of frost, frost damage, and all other abnormal circumstances which make it impossible for the seller to carry out a normal delivery.
4. 2 Cancellation by the buyer
A. Cancellation more than 8 days before the planned delivery date
1. Order was placed for delivery within 4 weeks following the order date:
If the buyer cancels an order or part thereof, he is obliged to pay the seller a compensation of 30% of the value of the cancellation, without the seller having to prove that he has suffered a loss as a result. If the seller demands greater compensation, he will have to prove that the damage he has suffered is higher than 30% of the value of the cancellation.
2. Order was placed for delivery after 4 weeks or more following order date (“reservation”):
If the order has been prepared on beforehand by the seller and the buyer cancels the order or part thereof, he is obliged to pay the seller a compensation of 60% of the value of the cancellation, without the seller having to prove (1) that he has suffered a loss as a result or (2) that the plants were physically moved on the nursery.
B. Cancellation 8 days or less before the planned delivery date
If the buyer cancels an order or part thereof, he is obliged to pay the seller a compensation of 100% of the value of the cancellation, without the seller having to prove that he has suffered a loss as a result.
C. Any costs related to the order and that can’t be cancelled, are to be paid in full. For example (but not exhaustive): transport costs, customs costs, phytosanitary costs.
(5) Quality
Plant volume and quality: The seller only guarantees the pot sizes of the plants. Heights or diameters are only given as indications without obligation.
Unless otherwise stipulated by the buyer, the seller has the right to replace missing varieties with the most similar variety and to replace missing sizes with the closest equivalent.
The seller does not under any circumstances guarantee the growth, bloom, or repossession of the supplied plants, even by another explicit agreement to the contrary.
(6) Delivery
The goods are transported at the cost, risk, and danger of the buyer, even in the event of a carriage-paid shipment.
Delay in the supply can never be taken by the buyer as a reason to claim compensation.
New customers who place an order are required to provide sufficient references or to pay in advance or pay using irrevocable documentary credit. Goods shall be sent for later payment only in cases s tipulated in advance.
(7) Ownership reservation
The seller remains the owner of the goods until the goods have been paid for in full. The risk on the sold goods is transferred at the time of the consensus ad idem concerning the terms and conditions of the purchase.
(8) Packaging and trolleys
Rent shall be invoiced for the period that CC TAG5 containers, CC containers and shelves remain with the client. Rental prices can be found on the following web page: www.denolf.com/page/packaging.
If CC containers, shelves, extensions or other packaging are not exchanged at the time of delivery, then all packaging shall be invoiced at the following prices: CC TAG 5 (€ 100), CC (€ 50), DC (€ 40), Shelve (€ 15), Extension (€ 0,50), Wooden crate - 100x120X90 (€ 25), Pallet (€ 10), VMH (€ 4), VML (€ 3,5).
If CC TAG5 containers, CC containers and shelves are returned at a later date, then these will be credited at the prices on the initial invoice. Other material will be credited at the invoiced price, minus 10%.
(9) Complaints
All refused deliveries and complaints must be announced by e-mail (info@denolf.com) to the Willy De Nolf NV within 3 working days of the delivery on penalty of expiry. All complaints must include images of the relevant issues to document the complaint.
In the event of the goods being lost or damaged whilst in transit, the buyer must take recourse against the carrier, who bears the sole responsibility, and, if necessary, against the insurer, and must always send a copy to the seller.
(10) Payment
All invoices are payable immediately and after tax at Waregem unless there is an explicit alternative agreement, which is stated on the order confirmation and on the invoice.
In the event of non-payment by the expiry date, default interest of 2% per month shall be due legally and without notice of default from the stated expiry date to the day of the actual payment. Moreover, in the event of non-payment by the expiry date, the buyer also legally has to pay fixed compensation, without notice of default, of 20% of the invoice amount and no less than € 125.
When only one invoice is unpaid on the due date, the amount due for all the other invoices, even not due, shall be claimable with good reason.
Foreign buyers, whom we have invoiced in a currency other than euros with our explicit consent, are responsible for possible exchange rate losses as a result of a late payment, and the seller has the right to demand this exchange rate loss by means of irrevocable bank guarantees. Writing out bills of exchange or promises, or the acceptance of payments, and carriage paid shipment shall not under any circumstances change or limit the judicial authority stipulation.
(11) Language
Translations of these terms and conditions of sale are issued for information purposes only. The Dutch text is the only one which is legally valid.