1. Identity of the Seller

The products are offered by C.V.O. International, with registered office at 3730 BILZEN-HOESELT, Industrielaan 26, registered at the CBE with number 0438.461.378 and with VAT number BE0438.461.378.

2. Definitions

Buyer: any legal person acting in the exercise of his/her profession or business who is or will be in a contractual relationship of any kind with the Seller.
Seller: CVO International with its registered office at 3730 BILZEN-HOESELT, Industrielaan 26, registered with the CBE under number 0438.461.378.
Products: the goods offered for sale by the Seller (these are chocolates or other products marketed by the Seller).
General terms and conditions: these general terms and conditions, applicable to the contractual relationship between the Seller and the Buyer and to the offer and sale of the Products.

3. Applicability

Regardless of any other terms and conditions of purchase of the Buyer, all sales by the “Seller” of “Products” are governed exclusively by these General terms and conditions; with the explicit exclusion of the Buyer’s general terms and conditions. The mere fact of placing an order with the Seller or accepting the Seller’s offer implies acceptance of these General terms and conditions on the part of the Buyer.

These General terms and conditions do not apply to agreements with natural persons who are not acting in the exercise of their profession or business.

4. Quotes and offers

4.1. All quotes issued by the Seller are always without obligation and informative.
4.2. A quote or offer will expire if the Product to which the quote or offer relates is no longer available in the meantime. A quote will also expire if it is not accepted within 14 working days. Offers are valid while stocks last.
4.3. The sales contract shall only be concluded upon written confirmation by the Seller or upon commencement of performance by the Seller. Nevertheless, the Buyer is not allowed to cancel an order (even a non-confirmed one), unless the Seller agrees and subject to the payment of a fee of 30% of the purchase price.
4.4. If the acceptance (whether or not on subordinate points) deviates from the offer included in the quote or offer, the Seller shall not be bound by it.
The agreement shall then not be concluded in accordance with this deviating acceptance, unless the Seller indicates otherwise.
4.5. The photos and illustrations with any descriptions in the brochures and/or on the website will correspond mainly with the Products offered. The Seller cannot be held liable if a picture or feature differs from the actual Product.
4.6. The Seller reserves the right to refuse orders without giving reasons.

5. Prices

The prices stated on quotes and order forms are, subject to contrary stipulations, always exclusive of VAT and shipping costs. All prices are calculated ex works.
If, between the date of the order and the date of delivery, a price increase should occur as a result of changes in exchange rates or a change in any kind of tax or duty on the goods or a change in the price of energy, raw materials, wages or one of the other components of the Seller’s costs, the Seller shall always be entitled to pass this on, without the Buyer being entitled to request a dissolution.

6. Delivery

6.1. The delivery dates are given merely as an indication and are non-binding, which means no rights may be derived from them.
The Buyer may under no circumstances invoke non-compliance with the specified delivery terms to claim damages or the dissolution of the agreement. The Seller reserves the right to make partial deliveries. In the event that the Products cannot be delivered, any advance payments made by the Buyer shall be refunded without interest or other compensation.
6.2. Products are only delivered to the delivery address provided by the Buyer and/or can be collected at a physical point of sale of the Seller (CVO International’s warehouses or at a GFSI-certified storage facility used by CVO International)
6.3. The Seller will take the utmost care when receiving and carrying out orders for Products.
6.4. The Buyer acknowledges that the Seller relies on the cooperation of the Buyer for the delivery of Products. The Buyer must, among other things, ensure that the place where the Products are to be delivered is free and easily accessible and that, if necessary, the Products can be stored at the Buyer’s risk.

7. Payment

7.1. Unless otherwise agreed, the Seller’s invoices are always payable in cash, i.e. upon delivery and without any discount. Any complaint regarding invoices must be notified to the Seller by registered mail within five (5) days following receipt of the invoice, failing which the invoice shall be considered to have been accepted without any reservation. 

7.2. In the event of non-payment on delivery or on the agreed date (as the case may be), the Buyer shall be liable, by operation of law and without notice of default, to pay interest at a rate of twelve (12) per cent per annum, whereby each started month shall be deemed to have expired, irrespective of the application of the act on combating late payments.
7.3. In addition, in the event of non-payment within eight (8) days of sending a reminder by email, the Buyer shall be liable by operation of law and without further notice of default to pay a fixed amount in compensation for the additional disadvantages, administration and other costs amounting to ten (10) percent of the unpaid amount with a minimum of EUR 75. Without prejudice to the foregoing, the Seller reserves the right to dissolve the sales contract by simple written notification addressed to the Buyer, if the latter has still not received payment within fourteen (14) days after sending the reminder referred to above.
7.4. All costs required for collection of unpaid invoices shall be borne by the Buyer. The non-payment (on the due date) of a single invoice renders the balance due of all other invoices, even those not yet due, immediately payable by operation of law.
7.5. When sending reminders, the Seller shall be entitled to charge an additional administrative fee of EUR 4 per standardised letter / email and EUR 12 per registered letter.
7.6. Set-off against counterclaims which the Buyer may assert against the Seller is expressly excluded insofar as these counterclaims have not been established judicially.
7.7. The fact that the Seller does not invoke a shortcoming on the part of the Buyer may under no circumstances be regarded as a final waiver by the Seller of the right to invoke this shortcoming at a later date.
7.8. In the event of non-payment, the Seller reserves the right to halt any further delivery and at the same time the right to regard any current agreement as dissolved by operation of law and without prior notice of default in respect of the whole or part not yet performed.

8. Defects

8.1. The Products must be checked for quality upon collection or delivery. Any complaints about visible defects must be notified to the seller no later than at the time of acceptance. To be admissible and enforceable against the Seller, any complaints (i) in the case of a complaint due to non-conformity or visible defects, must be notified to the Seller by registered letter within forty-eight hours of the discovery of this defect and at the latest one (1) week after delivery.
8.2. For the identification of the Products, the Buyer is always obliged to keep the packaging on which the identification of the batch is affixed. Without this identification, no complaint can be considered.
8.3. If a complaint is well-founded, the Seller may only be bound to simply replacing the Products delivered, without any obligation for compensation, on the understanding that deviations in appearance or weight per unit of chocolate can never give rise to any right to replacement or compensation.
8.4. Complaints regarding a particular delivery shall not entitle the Buyer to withhold payment for that delivery. Furthermore, the Buyer is not permitted to return the Products received, except with the Seller’s prior agreement.
8.5. Without prejudice to the above, the Seller shall not be liable in any way for defects to the Products caused by transport or storage in unsuitable conditions. Our products must be transported or stored as indicated on the packaging (between 0 and +7 degrees Celsius or between 0 and +18 degrees Celsius).

9. Retention of title – Risk

Notwithstanding Article 1583 of the Belgian Civil Code, the Products shall remain the Seller’s property until full payment, including interest, costs and taxes. However, all risks are borne by the Buyer as soon as the Products leave the Seller’s warehouses or the Seller’s GFSI-certified temporary storage facility. The Products are therefore transported at the Buyer’s risk, even if they are to be delivered carriage paid.

10. Trademarks

The trademarks owned by the Seller can only be used by the Buyer with its prior written consent in a separate agreement. The Buyer acknowledges that the trademarks are the Seller’s exclusive property. Furthermore, the Buyer acknowledges the “goodwill” associated with these trademarks and undertakes to refrain from any action that might damage, infringe and/or harm the Seller’s rights in and to the trademarks.

11. Severability

If any clause of this agreement is declared null and void, this invalidity shall not affect the validity of the other clauses.

12. Applicable law – Jurisdiction

Any dispute relating to the agreement between the parties shall be governed by Belgian law and shall fall within the exclusive competence of the Commercial Court of Antwerp, Tongeren Division, without prejudice to the Seller’s right to take legal action before the courts of the Buyer’s registered office.