General Terms Of Sale

1. In general

Unless otherwise agreed upon in written, the general terms of sale apply to all quotes made by Stam Agro nv, to every and any agreement made between Stam Agro nv and the buyer and to all invoices made by Stam Agro nv, irrespective of whether the domicile or the registered office of the buyer is in Belgium or abroad and of whether the delivery shall occur in Belgium or abroad. 
The general terms of purchase of the buyer shall only be applicable provided they have been accepted in written by Stam Agro nv. In case of contradiction between the thus accepted general terms of purchase and the present general terms of sale of Stam Agro nv, the terms of the latter shall prevail. 

2. Quotes and acceptation of orders

All quotes, both oral and in written, are made without commitments. The Stam Agro nv shall only be committed by an order after the written confirmation of the order. The mere communication of prices, terms of delivery, contract terms, etc. does not imply commitments for Stam Agro nv. 

3. Delivery

a. Unless otherwise agreed upon in written, the goods shall always be delivered by Stam Agro nv to the buyer ex works, Incoterm being interpreted according to the ICC Incoterms 2000. 

b. The buyer shall verify the good condition of the merchandise before receiving the goods, control the amount of delivered units and he shall make the necessary reserve, if any, against the carrier who is solely responsible. 

c. The terms of delivery agreed upon shall not be binding and cannot result in compensation nor in cancellation of the order. These terms of delivery shall be respected as well as possible. 

4. Default of delivery by the suppliers

If Stam Agro nv cannot respect its obligations towards the buyer because of a default of delivery by its suppliers, the buyer shall be entitled to claim a lump compensation amounting to 2 per cent of the amount of the order, with a maximum of € 100. 

5. Force majeure

The liability of the Stam Agro nv cannot be invoked when the non-compliance with its commitments due to cases of force majeure, such as war, unrest, partial of general strike, partial or general lock-out, infectious diseases, accidents in the business units, fire, machinery breakdown, bankruptcy of suppliers, lack of raw materials, etc. 
Case of force majeure shall never entitle the buyer to dissolve the agreement or to claim compensation. 

6. Refusal of goods/default of the customer

Should the purchase refuse the goods agreed upon or should he fail to respect his commitments, Stam Agro nv shall be entitled to dissolve the agreement as of right and without previous summons, without prejudice to its right to claim compensation and interests. It suffices for Stam Agro nv to express its will in an explicit manner. 
Dissolution of the agreement is any, shall intervene as of right and without previous summons or court decision, after notification by registered mail. The buyer shall be committed towards Stam Agro nv to compensate all suffered damages, including lost profits, administration costs, transportation costs, stocking costs, etc. 
Moreover Stam Agro nv shall be entitled to suspend, fully or partially, the further implementation both of the relevant contract and of all other contracts in course. 

7. Complaints

a. Complaints for apparent defects shall be notified by the buyer to Stam Agro nv by registered mail no later than five (5) days after receipt of the merchandise, under penalty of inadmissibility. 

b. Complaints for hidden defects shall be notified to Stam Agro nv by registered mail no later than eight (8) days after the discovery of the defect was allowed and anyhow no later than one (1) month after receipt of the merchandise, under penalty of inadmissibility.

c. In no case shall complaints be accepted, both for apparent and hidden defects, when the goods have been treated, processed or resold after delivery. 

d. When the complaint is found to be legitimate, Stam Agro nv shall be merely committed to replace the defective goods, in which case the buyer shall not be entitled to receive any additional compensation whatsoever. 

e. No restitution of merchandise shall be made without the written authorisation of Stam Agro nv; such authorisation shall in no way imply recognition of liability. Anyway, the return is made at the costs and risks of the buyer.

8. Applicable law and competent court

In case of dispute, the Courts of the district of Dendermonde or the Courts of the domicile or registered office of the buyer, according to the option of Stam Agro nv, shall be competent.
The relations between Stam Agro nv and the buyer shall be exclusively be construed according to Belgian law.