Legal
Terms and conditions
This is a translation of the Dutch original. In the event of any discrepancy, the Dutch text prevails: Algemene voorwaarden (NL).
1. Applicability and Definitions
1.1 These terms apply to all offers, agreements and legal acts between Samax Meat Trading B.V. (hereinafter: "Samax") and its customers (hereinafter: "Buyer"). Deviations apply only where Samax confirms them in writing.
1.2 In these terms:
"Supplier": Samax Meat Trading B.V., registered at Cypruslaan 140, 3059 XA Rotterdam, Chamber of Commerce no. 42061576, telephone: +31 10 321 6120, email: info@samaxmeattrading.com.
"Buyer": the counterparty purchasing meat and meat products from Samax.
"Goods": all meat and meat products supplied by Samax.
1.3 The applicability of the Buyer's own general terms is expressly rejected. By placing an order, the Buyer accepts these terms without reservation.
2. Formation of the Agreement
2.1 All offers from Samax are without obligation. An agreement is formed only by written order confirmation from Samax, or by actual delivery of the Goods.
2.2 Amendments to an agreement are valid only where Samax confirms them in writing. Oral agreements and undertakings do not bind Samax unless confirmed in writing.
2.3 All agreements are governed by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. Price and Payment Terms
3.1 Prices are set per deal by Samax and recorded in the order confirmation. Prices exclude VAT and other taxes unless expressly stated otherwise.
3.2 Samax reserves the right to adjust prices on account of changes in raw material costs, transport costs, labour costs, currency fluctuations or other factors affecting cost price. Samax will notify the Buyer in writing as soon as possible.
3.3 Payment must be made within 21 days of the invoice date by bank transfer. Payment subject to reservation, with discount or by set-off is not permitted without Samax's prior written consent.
3.4 If payment is not made on time, the Buyer is in default without any notice of default being required. Samax will charge statutory commercial interest pursuant to article 6:119a of the Dutch Civil Code, increased by 2%, together with all judicial and extrajudicial collection costs (minimum €150).
3.5 A complaint about an invoice must be submitted to Samax in writing within 8 days of the invoice date. After that period the invoice is deemed to have been accepted.
4. Delivery and Passing of Risk
4.1 Unless agreed otherwise in writing, all delivery takes place EXW (Ex Works) DL Logistics, Klappolder 191-193, 2665 MP Bleiswijk, INCOTERMS 2020. The Buyer pays all transport costs, insurance premiums and other costs from that delivery point onwards. Risk passes to the Buyer upon delivery.
4.2 Samax insures the Goods during transport only where Samax arranges the transport itself and this has been agreed in writing. In all other cases, insurance is at the Buyer's risk and expense.
4.3 Delivery times are indicative and do not bind Samax. Exceeding a delivery time gives the Buyer no right whatsoever to compensation, rescission or termination of the agreement.
4.4 Samax may deliver the Goods in parts. Partial deliveries may be invoiced separately. The Buyer must take receipt of all deliveries.
4.5 If the Buyer does not take receipt of the Goods in time, Samax is entitled to store them at the Buyer's expense and risk. After 3 days, Samax may sell the Goods to third parties. All storage, holding and resale losses will be charged to the Buyer.
5. Retention of Title
5.1 All Goods remain the property of Samax until the Buyer has fully performed all of its obligations, including payment of the purchase price and all interest and costs.
5.2 For as long as retention of title rests on the Goods, the Buyer may not pledge them or provide them to third parties as security, save for normal resale in the ordinary course of business. The Buyer must keep the Goods clearly identifiable and separate from other goods, and store them with care.
5.3 If the Buyer fails to perform its obligations, Samax is entitled to repossess the Goods on its own authority without compensation. All repossession and storage costs are at the Buyer's expense.
6. Inspection and Complaints
6.1 The Buyer must inspect the Goods immediately after delivery for quality, quantity, temperature and visible defects.
6.2 Complaints about visible defects (including temperature deviations) in fresh Goods must be submitted to Samax in writing within 24 hours of delivery. Complaints about frozen Goods must be submitted in writing within 48 hours of delivery. Complaints submitted after these periods lapse.
6.3 Every complaint must be accompanied by an inspection report drawn up by a recognised and independent expert, clearly setting out the nature and extent of the defect. Samax must be given immediate access to the Goods and may carry out its own investigation.
6.4 Weight loss through chilling or freezing of up to 1% is not regarded as a shortcoming (natural weight loss).
6.5 A complaint does not entitle the Buyer to suspend its payment obligation. Where Samax considers a complaint justified, it will at its own discretion replace the Goods free of charge, issue a credit note, or refund the purchase price in whole or in part.
7. Food Safety and Regulatory Compliance
7.1 The Buyer is obliged to comply strictly with all applicable food legislation, including in any event: EC Regulations 178/2002, 852/2004 and 2073/2005, and all national implementing provisions thereof.
7.2 The Buyer must apply HACCP procedures, keep documentation in accordance with statutory requirements, and ensure that the Goods are stored and held under the correct temperature conditions.
7.3 In the event of a recall, the Buyer will cooperate fully in the actions required, including passing information to its own customers, traceability data and (re)sampling.
7.4 The Buyer indemnifies Samax against all third-party claims (including those of government authorities) arising from non-compliance with food legislation or from insufficient passing on of information by the Buyer.
8. Returns
8.1 Returns of Goods are permitted only with Samax's prior written consent. Unauthorised returns will not be accepted.
8.2 Authorised returns receive a credit note rather than a refund. Samax determines whether the credit note is set off against a subsequent invoice or paid out.
8.3 Transport costs for returns are at the Buyer's expense, unless Samax is liable for the defect giving rise to the return.
9. Limitation of Liability
9.1 Samax is not liable for indirect, consequential or punitive damages, including but not limited to: loss of profit, loss of turnover, reputational damage, business interruption or loss of goodwill.
9.2 Samax's total liability is limited, per event, to the lower of: (i) the net invoice value of the delivery concerned, or (ii) €25,000.
9.3 Samax is not liable for damage to third parties arising from the Buyer's use of the Goods. The Buyer indemnifies Samax against such claims.
10. Force Majeure
10.1 Force majeure covers all circumstances beyond Samax's control that prevent performance, including: natural disasters, animal diseases, epidemics, pandemics, war, riot, transport problems, strikes, staff absence, government measures, and operational disruption.
10.2 In the event of force majeure, Samax is released from performance of its obligations without any liability for damages. Samax may suspend or rescind the agreement.
11. Default and Rescission
11.1 If the Buyer does not pay on time or pays incompletely, all claims of Samax become immediately due and payable in full without any notice of default. Samax may suspend all further deliveries and rescind the agreement in whole or in part.
11.2 In the event of bankruptcy, suspension of payment, attachment, liquidation or transfer of the business, the agreement is rescinded with immediate effect. Samax may repossess whatever falls under retention of title.
12. Governing Law and Dispute Resolution
12.1 All agreements and these terms are governed by Dutch law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
12.2 All disputes will be settled exclusively by the competent court in Rotterdam. Samax reserves the right to bring a dispute before the competent court of the place where the Buyer is established.
12.3 For Buyers outside the EU, arbitration may take place under the rules of the Netherlands Arbitration Institute, seat Amsterdam, language Dutch.
13. Miscellaneous
13.1 Claims against Samax lapse one year after the date on which the claim arose.
13.2 If any provision of these terms should be invalid, all other provisions remain in force. The invalid provision will be interpreted, as far as possible, in accordance with its original purpose.
13.3 Samax may amend these terms at any time. Amendments take effect 5 calendar days after notification to the Buyer.