1.APPLICATION
1.1. The conditions below are a selection of the general terms and conditions. The full ‘general terms and conditions’ can be found on the quotation previously received and/or on our website www.digiflor.be. The general conditions apply to all information and quotations issued by DIGIFLOR BV (hereinafter ‘DIGIFLOR’), as well as to agreements entered into and invoices issued by DIGIFLOR.
2. ORDER/CANCELLATION
2.1. Any order or assignment entrusted by the co-contractor to DIGIFLOR must be expressly accepted by DIGIFLOR in writing. The issue of a pro-forma invoice does not constitute written acceptance.
3.OFFERS/PRICES
3.2. The quotation, price quotation, pre-calculation or similar communications made by DIGIFLOR shall always be limited to what is expressly included therein.
3.3. DIGIFLOR is not bound by a partial acceptance of the quotation by the co-contractor, except when such partial acceptance is expressly accepted by DIGIFLOR.
3.4. Prices are always exclusive of VAT, unless otherwise and expressly stated.
3.5. The prices of goods sold or delivered by DIGIFLOR are always stated in EURO. They are net departure seller company, and without discount, freight or packaging.
3.6. If the object of the agreement is the delivery of flowers and plants, and delivery of the ordered and confirmed types and/or sizes is not possible, DIGIFLOR is entitled to replace them with the closest approximations, unless otherwise agreed.
4. ACCEPTANCE
4.1. Goods delivered shall be inspected immediately upon delivery by the co-contractor, and this with regard to quality and quantity. In the absence of objections expressed within 24 hours of delivery, the goods shall be deemed accepted by the co-contractor.
5. DELIVERY / SHIPMENT / RISK
5.1. In the event that the subject of the agreement is the delivery of flowers, plants or trees, these shall be accepted or deemed to have been accepted when they leave the premises of DIGIFLOR. The approval documents issued by the Belgian Plant Protection Service or any other competent authority in Belgium shall be valid between the parties, even in the event of rejection by the services of the country of destination.
5.2. Insofar as the co-contractor provides no or incomplete data, DIGIFLOR will carry out the shipment to the best of its ability. Packaging and other advanced costs will be charged at cost price and taken on cash on delivery.
5.3. The goods travel at the expense and risk of the co-contractor. They are only insured by DIGIFLOR either against ordinary transport risks or against ‘all-risk’ (as defined in the insurance policy), pursuant to the express and written order of the co-contractor and at his expense, and insofar as the local insurance company wishes to insure the risk.
5.4. In the event of transport damage and/or a shortage, the co-contracting party shall immediately after the arrival of the goods make his recourse against the carrier and against the insurance company under the recording of a protocol by an authorised loss adjuster.
5.5. The cocontracting party is obliged to take delivery of the goods (and, if necessary, to store them) when they are placed at his disposal after prior notice of delivery. If the co-contracting party is unable to take delivery, the goods shall be stored at the co-contracting party’s expense and risk, including travel costs and hours at the current unit or hourly rates.
6. LIABILITY
6.1. DIGIFLOR’s commitments are obligations of means and not obligations of result.
6.3. The total maximum contractual and non-contractual liability on the part of DIGIFLOR, for all cases of damage occurring during the term of the agreement taken together, shall in any event be limited to the amount to be invoiced (excluding VAT) for the agreement concluded in this connection. Furthermore, DIGIFLOR can only be held liable for the indirect damage or consequential damage resulting from gross negligence and/or intent on its part.
7. INVOICING, PAYMENT AND RETENTION OF TITLE
7.1. Invoices are payable in cash at LOCHRISTI, either against cash on delivery or against irrevocably confirmed documentary credit, unless otherwise and expressly agreed, within seven days from invoice date, and this without deduction of any discount and without possibility of set-off.
7.2. In case of late payment, the co-contracting party remains liable for any exchange loss caused by the late payment.
7.3. The non-payment of an invoice no later than its due date makes all claims of DIGIFLOR immediately due and payable, and allows DIGIFLOR to suspend the agreements still in progress, without any possibility of compensation.
7.4. Complaints relating to invoices must be reported within seven days of the invoice date and by registered letter.
7.5. The co-contractor cannot invoke a complaint as a reason to suspend or postpone its payments
7.6. The delivered goods remain the property of DIGIFLOR and may be reclaimed until full payment of the amount due, as it is mentioned on the invoice, more the attachments due at that time. However, the risk already passes from delivery. The retention of title shall also apply in the event of bankruptcy.
In the event of resale by the co-contractor, DIGIFLOR retains the option of claiming the amount corresponding to the value of the resold goods. The retention of title shall be transferred on the resale price.
7.7. DIGIFLOR is permitted, within the framework of the reservation of title, to inspect the goods at any time. The co-contractor shall also properly insure the goods at DIGIFLOR’s request (fire/water damage/theft/…), and shall present proof of insurance upon first request.
7.8. DIGIFLOR has a right of retention until such time as the co-contractor has not paid the invoices (principal sums and accessories) in full, and this without the exercise of the right of retention giving rise to any compensation.
7.9. DIGIFLOR is entitled to draw a bill of exchange against the co-contractor. The drawing of a bill of exchange does not trigger a renewal of debt, and cannot lead to a deviation or non-application of these general terms and conditions.
8. CANCELLATION
8.1. In case of cancellation by the co-contractor, the co-contractor shall be bound to pay a fixed compensation of 25% of the amount corresponding to the value of the order, without prejudice to DIGIFLOR’s right to claim a higher compensation for the actual damage suffered which it proves
9.TERMINATION
9.1. DIGIFLOR shall be entitled -at any time- to terminate by operation of law and without prior notice of default any agreement should the co-contractor fail to comply with one or more obligations.
9.2. If the agreement is dissolved in application of the article 9.1 of the general terms and conditions, DIGIFLOR shall be entitled to lump-sum compensation of 25% of the amount corresponding to the value of the order, without prejudice to DIGIFLOR’s right to claim a higher compensation for the damage actually suffered that they prove, and without prejudice to the right to charge for the part of the agreement that would have already been executed.
10. CONFIDENTIALITY
10.1. All contracts are subject to Belgian law.
10.2. The parties expressly agree, in case of conflict, to submit this to the courts of Ghent (Belgium), located in the judicial district of East Flanders, Ghent division.