8.1. Customers of BVBA Fruit Layer shall not make any claim for any minor or major mistake made by the latter, its agents or its temporary personnel.
Customers shall take out adequate insurance cover for this purpose. Moreover, BVBA Fruit Layer shall not be liable for intent on the part of its agents.
Liability on the part of BVBA Fruit Layer shall at all times be limited to the total amount of the invoices issued and the actual cover granted by its Third-Party Liability insurer.
Indirect damage shall not qualify for compensation.
The customer shall always be liable for any recall costs in the broadest sense of the word.
8.2. BVBA Fruit Layer shall not be held liable for any damage to third parties, regardless of the cause.
Pursuant to the assignment concluded, the customer accepts full liability in the case of indemnification.
In this regard, the customer shall take out all the necessary insurance cover, both in favour of BVBA Fruit Layer and in favour of any subcontractors/suppliers of BVBA Fruit Layer.
8.3. BVBA Fruit Layer shall not, either directly or indirectly, be held liable for the acts of its subcontractors.
8.4. Where appropriate, the Directors of BVBA Fruit Layer shall never be held more extensively accountable than as set out in the applicable management liability insurance cover.
8.5. BVBA Fruit Layer shall never be held liable by the customer for any advice it may provide.
9. The customer waives recourse regarding any harm done to its own personnel. The customer shall also have said waiver of recourse applied by its own industrial accidents insurer.
10. Any incident attributable to the customer which temporarily renders delivery impossible shall generate a right to proportional extension of the delivery period as well as a right to compensation for the damage caused by the delay, estimated at a fixed sum of 10%, without prejudice to the right of BVBA Fruit Layer to claim higher compensation for damages if proven.
If the customer refuses the order, annuls the contract or if the contract cannot be executed, then the customer shall pay compensation for damages in the amount of 20% of the total amount of the order.
If non-execution of the contract is attributable to BVBA Fruit Layer, excluding pursuant to a force majeure situation, then it shall owe similar compensation.
If the customer refuses the order, annuls the contract or if the contract cannot be executed, then the customer shall be obliged to compensate BVBA Fruit Layer for any costs already incurred.
11. All invoices are payable in cash in Boven Vrijlegem 41, Asse on the invoice date.
Agents of BVBA Fruit Layer are not authorised to receive payments.
If full payment is not made on that date, interest at 12% per year shall be charged automatically and without notice of default until the date on which payment is made in full.
In addition, compensation for damages in the amount of 10% of the invoice amount negotiated between the parties, with a minimum of EUR 100, shall also be owed.
Such interest and compensation for damages shall also be owed if a bill of exchange is accepted. Expenses associated with unpaid bills of exchange or cheques are not included in such fixed compensation and are charged separately.
If payment is not made (in full) on the due date of one invoice, all invoices shall become immediately due and payable and BVBA Fruit Layer shall have the unconditional right to suspend (the first or continued) delivery until full payment of the amount owed has been made.
Where appropriate, any arrangements made regarding delivery periods shall lapse. The suspension of (the first or continued) delivery shall not give rise to any right to compensation for damages on the part of the customer.
If delivery consists of partial orders, BVBA Fruit Layer reserves the right to suspend execution of the next partial order in accordance with that set out above until the previous partial order has been paid in full.
The above does not prejudice the right of BVBA Fruit Layer to recover from the customer the damage suffered in the form of lost profit, or any other expenses, caused by a lack of or delay in payment (administrative costs, etc.).
All of the above does not prejudice the right of BVBA Fruit Layer to unilaterally terminate the agreement concluded between parties to the detriment of the customer due to breach of contract.
12. The customer must have a first-rate Belgian bank issue an abstract bank guarantee in favour of BVBA Fruit Layer for the amount of the agreement.
13. The customer undertakes not to personally use or pass on to third parties any production, processing or application methods applied by BVBA Fruit Layer which may come to its knowledge.
In this regard, an absolute confidentiality obligation applies and is penalised by conventional compensation for damages in the amount of EUR 100,000 per violation, without prejudice to owing a higher amount for compensation for damages proven.
14. If one of the clauses of these general terms and conditions is null and void, this shall not call into question the validity of the other clauses. Where possible, parties shall be obliged to replace the invalid provisions by an equivalent provision which is in keeping with these general terms and conditions and which is not null and void.
15. The Justice of the Peace in Asse and the Dutch Court of First Instance or Commercial Court in Brussels, shall be solely competent to take cognisance of any disputes in First Instance.
Belgian law applies.