General conditions of sale of Fruytier Group
Notwithstanding any contrary provision of any general conditions of the purchaser, only the present general conditions are applicable to the commercial relations between Fruytier Group P.S.S. S.A., having its registered seat in Grand Duchy Luxembourg, Duerfstrooss 17, 9647 DONCOLS, , RCS Lux B 54706 (« Fruytier Group »), and the purchaser. The purchaser expressly acknowledges to have read the general conditions and to have accepted all provisions therein.
2. Formation of the agreement
Any proposal made by Fruytier Group shall be without commitment and shall not bind Fruytier Group. The agreement shall only be concluded from the moment when, cumulatively, the purchase order and/or any amendment made thereto by the purchaser at Fruytier Group, is confirmed in writing by Fruytier Group and the aforementioned confirmation has been received by the purchaser.
3. Invoice and payment
All invoices are payable to Fruytier Group, Grand Duchy Luxembourg, Duerfstrooss 17, 9647 DONCOLS, RCS Lux B 54706, Luxembourg. Unless otherwise agreed in writing, any payment must be made immediately. No discount for early payment is allowed. Any unpaid amount at the due date will automatically accrue interest at the interest rate of 5% from the due date of the invoice and shall be increased by a fixed indemnity for recovery of 12%, with a minimum of 75,00 EUR, as damages. Any delay in payment authorizes Fruytier Group to suspend any of its subsequent deliveries. No compensation, in particularly based on a ground of complaint addressed to Fruytier Group, is allowed. When the credit of the purchaser deteriorates, Fruytier Group reserves the right, even after partial market execution, to demand guarantees from the purchaser which it deems appropriate for the implementation of the undertaken commitments. The refusal to comply therewith gives Fruytier Group the right to cancel all or part of the market without incurring responsibility on its part.
Prices are exclusive of VAT. Bank charges are borne by the purchaser, unless an agreement exists between the two Parties. The prices applicable to an order are those which are in force at the time of the order confirmation..
5. Delivery and transport
Pursuant to the indications in the sales agreement, the transport of the goods from the warehouses of Fruytier Group are performed either by Fruytier Group or the carrier it designates, either by the purchaser. Delivery shall be executed under FRANCO terms, unless otherwise stated. Any additional transport costs related to the poor management of the purchaser or to a lack of information are borne by the purchaser. Delivery times are communicated to the purchaser solely as an indication and are non-binding for Fruytier Group. Non-compliance of delivery times shall not result in liability on the part of Fruytier Group and shall not release the purchaser from performing its obligations and shall not authorize him to cancel the sale, to refuse the goods or services of Fruytier Group nor to claim damages.
6. Apparent defects and faults
The goods are received and approved by the purchaser upon delivery by signing the delivery order. Upon delivery, the purchaser is required to examine and inspect the goods in order to detect any faults or defects. This inspection takes place at receipt of the goods at the place of delivery. In any event, any defect or fault must be notified by the purchaser, by registered letter, within a period of maximum 5 days from the date of delivery, under the penalty of inadmissibility. Such a complaint does not release the purchaser from the remaining payments of due or future installments.
7. Order cancellation
Cancellation of the order is only allowed until 1 month before the date of delivery. In the event of later cancellation, the entire value of the order must be paid.
8. Force majeure
Fruytier Group is authorized to suspend one or several of its obligations or to dissolve the agreement, in part or in whole, without right to compensation on the part of the purchaser, in exceptional circumstances and/or in the event of force majeure (such as, but not limited to, the destruction by fire or other cause, the partial of complete gridlock of traffic, judicial or governmental decisions or cessation of production), that these exceptional circumstances or events of force majeure occur at Fruytier Group, its suppliers or other co-contractors. An obligation to pay a sum of money can never be affected by an event of force majeure..
Fruytier Group reserves the right to automatically and without prior notice of default terminate the agreement in the event of bankruptcy or insolvency of the purchaser.
10. Retention of title clause
Fruytier Group retains the property of the delivered goods until their full payment, notwithstanding the transfer of risks mentioned in the present general conditions of sale. In case of default of payment of an invoice 8 days following the sending of a notice of default, Fruytier Group is entitled to consider the sales agreement to be automatically terminated to the detriment of the purchaser and to demand the return of the delivered goods at first request at the sole expense of the purchaser. If applicable, all amounts paid by the purchaser (including where appropriate the deposit paid by the purchaser) may be retained by Fruytier Group as damages.
Fruytier Group shall only be liable, whether contractually or extra-contractually, for damages caused to the purchaser or any other person due to fraud or serious negligence, including damages caused by the co-contractor and/or agent of Fruytier Group. Its liability is exonerated for other faults, including simple or gross misconduct.
The invalidity of one of the clauses of the present general conditions does not invalidate the other provisions which remain applicable..
13. Applicable law and jurisdiction
The present general conditions and, consequently, the agreements concluded by Fruytier Group, are subject to Luxembourg law. Any dispute concerning the interpretation, validity, execution or termination shall exclusively be referred to the competent court of Luxembourg..