General Terms and Conditions of Business
Article1 – Scope of Applicability
The following general terms and conditions of business apply exclusively to all sales of Ebro Ingredients. They likewise apply in particular to all subsequent transactions and repeat order, even where no express reference is made hereto. Deviating terms of business imposed by the purchaser apply only where these have been acknowledged in writing by Ebro Ingredients. Such terms are otherwise not binding Ebro Ingredients even where they have not been expressively refused by Ebro Ingredients.
Article 2 – Offers
Offers or quotations issued by Ebro Ingredients are without obligation when validity has expired. If validity is not expressively mentioned, the offer is valid for 2 weeks after the date of offering.
Contracts of sale exist only upon written confirmation of order by Ebro Ingredients.
Article 3 – Amendments
Amendments to or cancellation of an agreement require our written confirmation.
Article 4 – Supply and the transfer of risk
Goods are supplied by Ebro Ingredients. FCA (Incoterms 2010), unless otherwise agreed upon.
The transport risk transfers to the purchaser from point of loading at the Ebro Ingredients factory; this likewise applies also to risks resulting from transport damage.
Should the purchaser fail to accept the purchase goods by the agreed date, Ebro Ingredients is entitled to store the goods at the cost and at the risk of the purchaser and demand payment of the purchase price.
Article 5 – The supply time period
In connection with the agreed upon times of supply, these are solely indicative and hence approximate. Although the agreed upon times shall always be striven after, Ebro Ingredients is not nor shall ever be liable for the consequences pursuant to exceeding said times.
Article 6 – Force majeure
Should it be entirely or temporarily impossible for Ebro Ingredients to render its performance as a result of force majeure, especially industrial action, disruption of production, at its works or the works or its raw material suppliers, state import or export restrictions, other official actions not attributable to Ebro Ingredients, or similar unforeseeable and not culpable circumstances, the period allowed for delivery shall be extended for the duration of the said interferences. Should the interferences last longer than 30 days, both parties are entitled to withdraw from the contract.
Article 7 – Ownership
Goods remain property of Ebro Ingredients until full payment of the invoice.
The purchaser does not acquire ownership of goods in the event that the said goods are processed into a new product. Any processing shall be undertaken by the purchaser on behalf of Ebro Ingredients, whereby no liabilities arise to Ebro Ingredients as a result thereof. The processed goods serve as security for Ebro Ingredients only up to the value of the goods which are subject to reservation of title.
Article 8 – Guarantee & liability
The guarantee is restricted to the supply of goods of average quality in accordance with Ebro Ingredients specific product specifications. The customer has sole responsibility as regards the suitability of the goods for the manufacture of marketable products. In particular their approval to the foodstuff regulations of the country of destination; no guarantee is assumed in this respect.
Any defects must be notified immediately in writing. The visible defects must be reported within 10 days of receipt of the goods, concealed defects within 5 days of discovery of the defects. Otherwise the goods are considered as approved.
All warranty claims become time-barred after the expiry date of the product.
Article 9 – Prices & payments
The prices of Ebro Ingredients are exclusive of V A T .
Payment must be made in accordance with payment terms as
separately agreed upon.
Where no separate terms of payment apply, the invoice amount must be paid within 30 days of date of invoice.
From the date of default onwards Ebro Ingredients is entitled to calculate interest at the legal rate.
Article 10 – Termination of contract
In event of the non-payment of the goods, 30 days after the due date of the invoice,
Ebro Ingredients, has the right to discontinue the agreement in writing.
Article 11 – The applicable law
Unless otherwise agreed to contrary, this contractual relationship is governed by the Dutch law.
Article 12 – Disputes
Any dispute between the parties in connection with the validity, existence, performance, interpretation or termination of an Agreement, which may not be resolved amicably between the parties shall be brought before and settled by the Courts of Amsterdam.