General conditions of sale

All contracts with buyers are governed by our general conditions only, the buyers’ own general conditions being explicitly excluded.

General remark: the enforcement of these conditions is not intended to create dependencies and its goal is not to create imbalances, whatsoever generally arbitrary.

Article 1. Quotes and orders

1.1 Unless stipulated otherwise in our supplementary general conditions, our quotes are valid for one (1) calendar month. Catalogues and advertising materials are not firm final offers and may not be seen as having anything other than a non-contractual indicative value.

1.2 The DEMARET establishments never enter into a permanent contract through and for their sales; several offers or several sales that follow one another by DEMARET establishments are not the object of a continuous contractual relationship. Moreover, there is never any specific and particular agreement in this regard. The same is true of territorial exclusivity, which is totally excluded.

1.3 Orders should be submitted preferentially by using the forms that we provide for this purpose.

1.4 That being so, aside from orders that have been preceded by a written quote from us, any other order shall bind us only if it is sufficiently clear and precise.

Article 2. Prices and payments

2.0 Each order is examined individually with application to its date of the price in force. DEMARET establishments reserve the right to adapt the price list, in particular according to the evolution of the value inputs, at a minimum frequency of 1 x per year.

2.1 Our prices are given in euros (€), VAT not included. VAT, all other taxes and duties, charges, and contributions linked to the sale shall be borne by the Buyer.

2.2 Our invoices are payable in cash at our registered headquarters, save a special agreement to the contrary.

2.3 All claims concerning the invoice must be sent to us in writing (letter or fax) no later than eight calendar days from the date of the invoice’s dispatch.

2.4 Any invoice that has not been paid within the stipulated term of payment shall generate by law and without notice interest for late payment of 1% per month, increased by law and without notice by a set indemnity of 10% of the outstanding amount to cover pecuniary damages, with a minimum of fifty (50) euros.

2.5 Failure to pay an invoice by its payment deadline shall render all other invoices made out to the Buyer due for payment and authorize us to suspend all subsequent deliveries to the Buyer.

2.6 In the event of a double payment, the DEMARET establishments and the customer agree that the overpaid value is considered taking less on the next invoices between parties; the same is true of credit scores.

Article 3. Delivery arrangements and deadlines

3.1 Our prices cover delivery out of our establishments unless otherwise stipulated in supplementary general conditions. The rule is that the Buyer is responsible for arranging the delivery’s transport with the company of his choice. If, in an exception to this rule, we take charge of the shipping or its organization, the shipping costs will in this event still be borne by the Buyer.

3.2 The Buyer may not refuse partial deliveries.

3.3 The Buyer bears all of the risks linked to the merchandise as soon as it leaves our workshops. This includes in particular those that are linked to its transport, with the exception of those of national or international shipping carried out with the Seller’s own equipment. Our company may thus not be held liable if merchandise is damaged by heat or other circumstances, such as dampness, during transport, especially international shipments, as our company has no control over observance of the right temperatures, for example, during such transport.

3.4 If the merchandise cannot be delivered to the Buyer’s premises for a reason attributable to the Buyer, we shall be entitled to claim the shipping, custody, and warehousing costs from him. We shall also be entitled to resolve the contract in line with Article 7 and it will not be possible to hold our company liable if the merchandise is damaged due to the delay.

3.5 Save an express guarantee given in our supplementary general conditions, the delivery deadlines mentioned in our supplementary general conditions are not strict deadlines. We may be held liable only after a formal demand for performance and in the case of a major delay that can be attributed to a serious fault on our part. In this regard, external causes exonerating us from liability include the circumstances in which the producer does not obtain inputs, such as raw materials, packaging materials, etc., on time.

Article 4. Approval

The Buyer shall check, upon receiving the merchandise, that it corresponds to the order. He shall set down any remarks that he may have on the document that accompanies the merchandise. The merchandise is presumed to be approved by the Buyer two (2) calendar days at the very latest after they are received, unless he has a specific, detailed claim, which must be notified to us by registered letter before this deadline runs out and subject to the sine qua non that he can prove scrupulous observance of Subparagraph 5.3 below, demonstrated exclusively by returning the merchandise at the Buyer’s sole cost. The approval shall cover all apparent flaws, that is to say, all those that it was possible for the Buyer to detect by careful and serious examination at the time of delivery or within the two calendar days that followed the delivery. Defective merchandise or merchandise that does not meet specifications shall be replaced or reimbursed, as we choose, at the exclusion of rescinding the sale and all pecuniary damages.

Article 5. Warranty

5.1 The Buyer has the certainty that the merchandise was produced, packaged, and marketed in strict observance of the Seller’s national legislation.

5.2 In addition, the products that we propose comply with their specifications. The said specifications are an integral part of the sales contract and may be obtained by simple request. In addition, by law, the co-contractor is supposed to pass on the labelling and specifications information to his buyers and other subsequent users.

5.3 In addition, we guarantee the quality and freshness of our merchandise for the indicated use-by period, provided that the Buyer keeps it under the appropriate conditions (a cool, dry place and protected from odors) and in its original packaging (refer to the labelling and/or product specifications for more precise information). Our liability is ruled out specifically in the case of products that are resold, with or without processing, without the packaging foreseen for this purpose and the producer’s label. The Buyer shall also take care to remind his own customers of the products’ storage instructions.

5.4 To be able to claim the benefit of the warranty, the Buyer must notify all claims regarding hidden defects to us by registered letter no more than five (5) calendar days after he notices or normally should have noticed the defect.

5.5 Our warranty is limited to our choice to replace or reimburse the defective merchandise; rescinding the sale and the payment of damages are excluded.

5.6 We cannot accept any liability if the merchandise is consumed after its use-by date or if the Buyer puts the merchandise in circulation after its sell-by date.

Article 6. Force majeure

The following are considered cases of force majeure allowing us to suspend the performance of our obligations or to terminate the contract without an indemnity: partial or total strikes, riots, lockouts, storms, breakage of machinery, fires, and all other causes over which we have no control that make the normal performance of our obligations impossible or substantially more onerous or difficult. In this regard, external causes exonerating us from liability include the circumstances in which the producer does not obtain inputs, such as raw materials, packaging materials, etc., on time.

Article 7. Rescinding the sale

We are entitled by law to rescind the sale by notifying the Buyer of this will by registered letter if the Buyer is in serious breach of one of his contractual obligations or it turns out that he will not or is seriously unlikely to fulfil one of his main obligations even before the performance of this obligation comes due. If the sale is rescinded, the Buyer shall be liable for the payment of pecuniary damages set at the fixed rate of 10% of the sales price, with a minimum of fifty (50) euros.

Article 8. Intellectual property rights

We retain all of our intellectual property rights over the sold merchandise and its accessories (presentation, packaging, etc.).

Article 9. Language of the contract

The language that applies to the contractual relations between the client and the company is French.

Article 10. Reserve on ownership

All delivered merchandise remains our property until the price has been fully paid. If merchandise that has not been paid for is resold, the Buyer transfers to the DEMARET chocolate factory, as of the present, all of the claims resulting from its resale.

Article 11. Applicable law and legal jurisdiction

Our contracts are governed by Belgian law, regardless of the residence or the headquarters of the co-contractor. All disputes concerning our contractual relations with the Buyer either directly or indirectly are under the exclusive jurisdiction of the courts of Verviers (Belgium).

Article 12. Protection of privacy

Each order will be processed according to our privacy policy in compliance with the General Regulation on Data Porting.