1-GENERAL PRINCIPLES
1.1. The present general terms and conditions of sale apply to every purchase of products from TAURA Natural lngredients NV, (hereafter “TAURA” by a buyer (hereafter the “BUYER”).
1 .2. TAURA’s general terms and conditions of sale shall prevail over any clause to the contrary which TAURA has not expressly accepted.
1.3. The fact that TAURA, at any given moment, does not rely upon or enforce any particular provision of the present general terms and conditions of sale shall not be considered as a waiver of any of the said terms and conditions in the future.
1.4. ln the event the BUYER has already entered into a Supply Agreement with TAURA, which is being performed at the time of the order by the BUYER, the present terms and conditions shall be superseded by the terms and conditions or the Supply Agreement.
1.5. The present general terms and conditions of sale are governed by Belgian law, with the exclusion of the Vienna Convention on the Sales of Goods dated 11 April 1980. Any dispute that may arise in connection with the present general terms and conditions of sale shall be submitted to the courts of Tumhout, Belgium. TAURA also has the possibility of submitting its claims against the BUYER before other competent courts of justice.
2-ORDERS – PRICE
2.1. ln order to commit TAURA, all orders must be confirmed in writing by TAURA, to the BUYER.
2.2. All prices are quoted in Euros, exclusive of VAT and any other tax and do not include costs related to shipping or any other cost except for packaging in accordance with TAURA’s standards. Any additional packaging that may be requested by the BUYER or that is required by the shipping method can be invoiced to the BUYER by TAURA.
2.3. Every order accepted by TAURA and subsequently cancelled by lhe BUYER will entail the payment of cancellation fees, including in particular already incurred costs and commitments made by TAURA. Cancellation fees are fixed to a minimum of 20% of the value of the products concerned by the cancellation.
3-DELIVERY AND TRANSFER OF RISK
3.1. Delivery times only start from the day on which TAURA is in possession of all the necessary information to process the order and has accepted this information.
3.2. TAURA commits to take all reasonable steps in order to respect the terms of delivery. Delivery times are only given on an indicative basis. TAURA cannot be held responsible for any damage caused by delays in delivery, whatever the reason.
3.3. TAURA reserves the right to make deliveries in whole or in part.
3.4. Except if explicitly stipulated otherwise by TAURA, delivery of the products to the BUYER is on an ex-works basis at TAURA’s premises (lncoterms 2010). TAURA reserves the right to choose the shipping method and the place of departure of the ordered products. ln any case, products will travel at the BUYER’S own risk as soon as they have been entrusted to the carrier, even when selected by TAURA.
3.5. Weights stated on the parcels are carefully determined but are not guaranteed.
4-COMPLAINTS AND RETURNS
4.1. ln order to be valid, any claim from the BUYER must made in writing to TAURA within the 10 business days following the receipt of the products to the BUYER.
4.2. Every product return must necessarily be previously authorized in writing by TAURA. Under no circumstance can products that have been modified by the BUYER be returned to TAURA.
5-WARRANTIES AND LIMITATIONS OF LIABILITY
The BUYER’s remedies for breach by TAURA of the warranty to manufacture, process and pack the Products in accordance with the specifications set out in the order shall be limited to either the resupplying or the refund of the price of the defective products. TAURA will have no liability whatsoever for any incidental, special or consequential damages, including but not limited to loss of business, profits, data or use.
6-PAYMENT CONDITIONS
6.1. Invoices are payable, in full amount, within thirty (30) days after the date of invoice on the following account: BE35 5522 9161 0037 and BIC code: GKCCBEBB
6.2. For the avoidance of phishing / fraud attempts TAURA hereby instructs the BUYER to ignore any change in the details of TAURA’s bank account, unless the BUYER verified, by a phone call to the relevant contact person in TAURA, that this change is indeed confirmed by TAURA. The BUYER will indemnify TAURA for any expenses, loss or damages incurred as a result of the BUYER’s noncompliance with this instruction.
6.3. TAURA’s agents or representatives are not allowed to collect any sums invoiced by TAURA.
6.4. Any amount unpaid on the due date of the invoice shall automatically and without any prior notice be subject to a increase of one per cent (1 %) per month or part of a month. ln the event of an invoice remaining unpaid by the BUYER on the invoice’s due date of payment, all other invoices shall immediately become due for payment, regardless of their original date of maturity. ln such event TAURA shall also be entitled to cancel the sale, without prejudice to the application of the reservation of title clause, of undelivered products.
6.5. All invoicing errors must be reported in writing by the BUYER within ten (10) business days after the date of invoice, in default of which no credit shall be granted.
6.6. ln the event of recovery of the due sums by bailiff, an indemnity amounting to 10% of the sums, or at least 40 EUR due shall be payable by the BUYER.
6.7. ln the event of the BUYER being liable for several payments to TAURA, it is agreed that the payments shall be allocated to the earliest debts. ln consequence, the BUYER expressly waives the provisions of Articles 1253 to 1256 of the Civil Code.
6.8. ln the event TAURA considers the creditworthiness of the BUYER as being deteriorating, based among others on measures of judicial execution against the BUYER and/or other negative demonstrable events and/or in default of sufficient financial information, TAURA reserves the right, even after a partial delivery of an order, to require of the former whatever guarantees it judges to be useful for the satisfactory performance of agreements made and to totally or partially suspend the execution of any Agreement with the BUYER. A refusal to give satisfaction in that regard shall give TAURA the right to require payment before dispatch of the products and/or lo cancel all or part of the order or any other one and thus to put a stop to any delivery. Such cancellation shall in no way limit or prejudice TAURA’s right to claim damages from the BUYER.
7 -OWNERSHIP
7.1. Transfer of property of the products sold is subject to complete payment by the BUYER by the due date, payment being understood as the complete de facto encashment by TAURA of the agreed price in terms of principal and interest and inclusive of all related fees.
7.2. Notwithstanding the foregoing, the risk in the products and all liability to third parties in respect thereof shall pass to the BUYER upon delivery.
7.3. The BUYER shall be entitled to transform the products or to incorporate them in a new product or products. ln that case the final product or products into which the products are incorporated or mixed are subject to the retention of title. The share of the product which is subject to the retention title is determined by the proportion of the value that the products have at the time of combination.
7.4. The BUYER may sell the products or any goods into which the products are incorporated or mixed in the normal course of his business. The BUYER assigns the claim from the sale to TAURA. The BUYER, for so long as he has not fully discharged his debt, shall hold and pursue claims for the proceeds of their sale equal to the price of the products for and on behalf of TAURA.
7.5. The BUYER may not dispose otherwise of the products. The BUYER may not in particular pawn or pledge the producls as guarantee or collateral security. The BUYER must notify every seizure or any other intervention from third parties on the products.
7.6. ln the case of non-payment at the due date and upon demand the BUYER shall return forthwith to TAURA all products unpaid for.
8- INTELLECTUAL PROPERTY
8.1. TAURA grants the BUYER a non-exclusive, guaranteeless right to utilize its lntellectual Property Rights and the BUYER accepts that the utilization and creation of the Intellectual Property Rights under this Agreement will not give rise to any right whatsoever on the part of the BUYER.
8.2. The lntellectual Proprety Rights of TAURA are worldwide, and include but are not limited to, all inventions, patents, copyrights, registered trademarks, trade names, trade secrets, domain names, rights to designs, service marks, rights based on data, know-how and any other similar right, whether or not they are apt to be protected by registration, as well as the right to claim them.
8.3. The BUYER will only make use of the lntellectual Property Rights in connection with its business in a manner specified as authorized beforehand by TAURA.
9- CONFIDENTIALITY
9.1. All knowledge and information obtained or acquired by the BUYER or any of its staff or employees, in the course of the performance of the Agreement shall be held in confidence by the BUYER.
9.2. Concerning the Confidential Information as described in clause 9.1., the BUYER undertakes: (i) to keep it strictly secret and confidential and not to disclose or reveal it, in whole or in part, directly or indirectly to any person, entity, organization or administration (including any Representative thereof) without the prior written and specific consent of TAURA; (ii) not to use it in any manner or for any purpose other than in connection with the performance of the Agreement; and (iii) to limit access to it to its staff, employees and advisers, who are actively and directly participating in the performance of the Agreement.
9.3. This confidentiality obligation does not apply to: (a) information that is freely available to the public; (b) information which the BUYER demonstrably already possessed before TAURA made this known; and (c) all information which the BUYER lawfully received from a lawfully acting source other than TAURA except if such information becomes freely available due to the actions or omission of the BUYER.
9.4 The BUYER guarantees that this confidentiality commitment is respected by the persons for whom it is responsible, including and not limited to its staff, employees and advisers and that they all have undertaken a similar confidentiality obligation as set forth in this Agreement.
10- FORCE MAJEURE
TAURA reserves the right to suspend or cancel the sale, either in whole or in part, in the event of force majeure, or of any event liable to prevent, reduce, delay or render the manufacture or transport of the products economically unprofitable, or to impede the normal functioning of the market, when its own liability cannot be imputed. ln the event of such a delay, the delivery date shall be postponed so as to allow a reasonable period in compensation of the delay.