GENERAL TERMS AND CONDITIONS OF SALE

1. Definitions

For the purposes of these General Terms and Conditions of Sale (“Terms”):

• “Seller” means Arwem Food Group and/or any of its affiliated companies, subsidiaries, divisions, or entities supplying Products under these Terms.
• “Buyer” means any legal entity purchasing Products from the Seller.
• “Products” means all food products supplied by the Seller, including but not limited to bakery products, pastry products, bread products, snacks, biscuits, confectionery, chocolate products, frozen products, fresh products, ingredients, and related food items.
• “Order” means any purchase order, contract, or request submitted by the Buyer.
• “Incoterms” means the latest version of the International Commercial Terms published by the International Chamber of Commerce (ICC).

2. Scope of Application

These Terms apply exclusively to all quotations, offers, sales, deliveries, and contracts entered into between the Seller and the Buyer.

Any terms and conditions proposed by the Buyer are expressly rejected and shall not apply unless expressly accepted in writing by the Seller.

The placement of an Order constitutes full acceptance of these Terms.

3. Quotations and Orders

All quotations are non-binding unless expressly stated otherwise.

No Order shall be binding upon the Seller until confirmed in writing.

The Seller reserves the right to refuse any Order at its sole discretion without liability.

Minor deviations in specifications, packaging, weight, dimensions, ingredients, appearance, or labeling shall not constitute non-conformity.

4. Product Specifications

The Buyer acknowledges that food products may be subject to reasonable variations due to production processes, agricultural conditions, raw material availability, and regulatory requirements.

Product descriptions, brochures, samples, illustrations, and marketing materials are provided for informational purposes only and shall not constitute contractual guarantees.

5. Prices

Unless otherwise agreed in writing:

• Prices are exclusive of VAT, sales taxes, customs duties, import duties, levies, transport costs, insurance costs, and governmental charges.
• Prices may be adjusted due to increases in raw material costs, energy costs, labor costs, transportation costs, currency fluctuations, governmental actions, tariffs, sanctions, or force majeure events.

The Seller reserves the right to revise prices at any time prior to shipment.

6. Payment Terms

Invoices are payable within thirty (30) calendar days from the invoice date.

Payments shall be made in the currency specified on the invoice, including:

• EUR
• GBP
• USD

No deduction, withholding, set-off, counterclaim, or compensation shall be permitted without the Seller’s prior written consent.

In case of late payment:

• All outstanding amounts become immediately due and payable.
• Interest shall accrue automatically and without notice at the higher of:
  • 12% per annum; or
  • the maximum rate permitted by applicable law.
• A fixed compensation of 15% of the unpaid amount, with a minimum of EUR 500 (or equivalent currency), shall be payable as liquidated damages.

The Seller may suspend deliveries or terminate contracts until all outstanding amounts are paid.

7. Credit Risk

The Seller may at any time:

• require advance payment;
• request bank guarantees;
• require letters of credit;
• suspend deliveries;
• cancel pending Orders.

Such actions may be taken whenever the Seller reasonably believes that the Buyer’s financial situation presents a credit risk.

8. Delivery and Incoterms

Deliveries shall be made according to the agreed Incoterm:

• EXW
• FCA
• FOB
• CFR
• CIF
• DDP

The applicable Incoterm shall be interpreted in accordance with the latest ICC Incoterms rules.

Delivery dates are estimates only.

Time shall not be of the essence.

The Seller shall not be liable for delays caused by:

• carriers;
• customs authorities;
• port congestion;
• governmental restrictions;
• force majeure;
• third-party suppliers.

Partial deliveries shall be permitted.

9. Transfer of Risk

Risk of loss, damage, deterioration, contamination, theft, or destruction of Products transfers to the Buyer in accordance with the agreed Incoterm.

Any claims relating to transport damage must be submitted directly against the carrier where applicable.

10. Retention of Title

Ownership of the Products shall remain with the Seller until full payment of:

• the relevant invoice;
• all outstanding invoices;
• interest;
• costs;
• damages;
• ancillary charges.

Until ownership transfers:

• the Buyer shall keep Products clearly identifiable;
• the Buyer shall not pledge, encumber, or transfer ownership of the Products;
• the Seller may recover the Products without prior judicial authorization where permitted by law.

11. Inspection and Claims

The Buyer shall inspect all Products immediately upon delivery.

Any claim regarding quantity, visible defects, packaging, or non-conformity must be submitted in writing within:

• 48 hours for fresh products;
• 5 business days for frozen products;
• 10 business days for all other Products.

Failure to notify within these periods shall constitute irrevocable acceptance.

No Product may be returned without prior written authorization.

12. Shelf Life and Storage

The Buyer is solely responsible for:

• proper transportation;
• storage conditions;
• stock rotation;
• temperature control;
• compliance with food safety requirements.

The Seller shall not be liable for deterioration occurring after transfer of risk.

13. Food Safety and Regulatory Compliance

The Seller shall use commercially reasonable efforts to comply with applicable food safety laws and regulations.

The Buyer shall be responsible for ensuring compliance with all local:

• import regulations;
• labeling requirements;
• language requirements;
• customs requirements;
• health certifications;
• product registrations.

The Buyer shall indemnify the Seller against any losses arising from non-compliance with local requirements.

14. Product Recall

If a product recall becomes necessary:

• the parties shall cooperate in good faith;
• the Seller shall determine the scope and procedure of the recall where legally permissible.

The Seller shall not be liable for recall costs resulting from:

• improper storage;
• mishandling;
• relabeling;
• repackaging;
• unauthorized modifications by the Buyer.

15. Limitation of Liability

To the maximum extent permitted by law:

The Seller’s aggregate liability arising out of or relating to any contract shall not exceed the amount actually paid by the Buyer for the Products giving rise to the claim.

Under no circumstances shall the Seller be liable for:

• indirect damages;
• consequential damages;
• punitive damages;
• loss of profit;
• loss of business opportunity;
• loss of goodwill;
• loss of anticipated savings;
• production interruptions;
• recall expenses not directly attributable to the Seller;
• third-party claims.

These limitations shall apply regardless of the legal basis of the claim.

16. Indemnification

The Buyer shall fully indemnify, defend, and hold harmless the Seller, its directors, officers, employees, affiliates, agents, and subcontractors against any claims, liabilities, penalties, losses, damages, costs, and expenses arising from:

• misuse of Products;
• non-compliance with applicable laws;
• product modifications;
• relabeling;
• repackaging;
• improper storage;
• negligent acts or omissions of the Buyer.

17. Force Majeure

The Seller shall not be liable for any failure or delay resulting from events beyond its reasonable control, including:

• natural disasters;
• floods;
• fires;
• epidemics;
• pandemics;
• labor disputes;
• transportation disruptions;
• cyberattacks;
• utility failures;
• governmental actions;
• sanctions;
• embargoes;
• wars;
• armed conflicts;
• terrorism;
• shortages of raw materials.

The Seller may suspend or cancel affected obligations without liability.

18. Compliance, Sanctions and Anti-Corruption

The Buyer represents and warrants compliance with all applicable:

• anti-corruption laws;
• anti-bribery laws;
• export control laws;
• economic sanctions regulations;
• anti-money laundering regulations.

The Seller may immediately terminate any contract if it reasonably believes that such laws have been violated.

19. Intellectual Property

All trademarks, trade names, logos, designs, packaging, documentation, and intellectual property rights remain the exclusive property of the Seller or its licensors.

No rights are granted except those expressly stated in writing.

20. Confidentiality

All commercial, technical, pricing, operational, and business information exchanged between the parties shall be treated as confidential.

This obligation shall survive termination of the business relationship for five (5) years.

21. Data Protection

Each party shall comply with applicable data protection and privacy laws, including the GDPR and UK GDPR where applicable.

22. Governing Law

These Terms and any dispute arising from them shall be governed exclusively by Belgian law.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

23. Jurisdiction

Any dispute arising out of or in connection with these Terms shall be submitted exclusively to the competent courts of Liège, Belgium.

The Seller reserves the right to initiate proceedings before any competent court having jurisdiction over the Buyer.

24. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

25. Entire Agreement

These Terms constitute the entire agreement between the parties regarding the sale of Products and supersede all prior agreements, understandings, representations, and communications relating thereto.

26. Language

These Terms may be translated into other languages.

In the event of any discrepancy, the English version shall prevail.