Delivery & sales conditions PAB

I. Terms within these General Terms & Conditions:

“PAB”: This refers to the seller and, depending on the case, (1) the public limited company “PAB”, with headquarters in B2800 Mechelen, Kruisbaan 67, and registered in the crossroads database for companies under number 0404.829.795 or (2) the private company “Pab Chilled & Dairy Food”, with headquarters in B2800 Mechelen, Kruisbaan 67, and registered in the crossroads database for companies under number 0894.321.192;

“General Terms & Conditions”: these general delivery and sales conditions.

“Customer”: every (legal) person that purchases a product from PAB, places an order at PAB, and/or sends a price request to PAB.

“Products” are regarded as: the products distributed by PAB, and offered by PAB at shop.productsandbrandsgroup.com and in the catalogues of PAB. All Product promotions offered by PAB are non-binding and are only valid subject to availability at the supplier of PAB. If stocks at the supplier of PAB have been exhausted or if a particular Product can no longer be obtained from the supplier without the will and/or prior knowledge of PAB, then PAB cannot be held liable towards the Customer.

II.  Scope of these general terms & conditions:

Unless agreed otherwise in writing, these General Terms & Conditions will apply to all promotions, offers, order confirmations, invoices and other commercial documents issued by PAB as well as all agreements established with PAB. These General Terms & Conditions will be supplied to the Customer in electronic or printable format, either via a hyperlink or in writing as a hard copy, together with the afore-mentioned documents issued by PAB. These General Terms & Conditions can also be found at shop.productsandbrandsgroup.com/terms-and-conditions

An order from the Customer will have been accepted by PAB if it has not been rejected in writing within 7 working days by PAB or if the order has been explicitly confirmed within the same period of 7 working days. However, PAB can decide to not issue such an order confirmation, without jeopardising the applicability of these General Terms & Conditions.

If there is a difference between the Customer’s order and the quote or order confirmation of PAB, priority will be given to the quote or order confirmation of PAB.

Should a provision in these General Terms & Conditions be fully or partly invalid or unlawful, this will not prejudice the validity and enforceability of the remaining provisions. The court is entitled to mitigate any invalid or unlawful provision.

Should these General Terms & Conditions also be compiled in a language other than Dutch, the Dutch text will always be decisive if differences are encountered.

III. Delivery – delivery modalities and transfer of risk and ownership

Delivery period: All delivery periods mentioned by PAB are indicative and will be honoured to the best of PAB’s ability. Potential delays in the delivery, unless due to gross negligence or wilful deception on the part of PAB, can never lead to PAD having to pay compensation.

Place of delivery: Unless agreed otherwise in writing, Products will be delivered to the premises of PAB. The Customer must collect and confirm receipt of the Products within 48 hours of being requested to collect them by PAB. If PAB nonetheless decides to physically deliver the Products to the premises of the Customer, and in the absence of agreement about the means of transport in the quote and/or order confirmation of PAB, PAB will be free to select the transporter and the Products will always be transported at the cost and risk of the Customer.

In any case, the delivered Products will remain the property of PAB until the Customer has paid the price, interest and costs in full.

IV . Defects and non-conformity.

The Customer must immediately receive the products and inspect them thoroughly.

All complaints relating to defects and non-conformity, such as incorrect delivery, damage to Products and inaccurate quantities, etc. must be submitted in writing by sending an e-mail to webshop@productsandbrandsgroup.com or by sending a registered letter to the head office of PAB within 48 hours of delivery and before the Products have been further handled, used or further delivered by the Customer. After this period, complaints relating to the delivered Products will no longer be accepted.

The liability of PAB for defects and non-conformity in delivered Products will be limited to either (1) replacement of the Products or (2) reimbursement of the purchase price (as mentioned on the invoice) of the purchased Products.

V.  Prices – Price changes – Payment conditions:

Unless explicitly stated otherwise, all prices mentioned by PAB exclude transport costs, VAT, any other form of levy, and import duties applicable in the country of destination/receipt.

All invoices must be paid immediately and without discount to PAB at its offices.

PAB retains the right to modify the prices that it implements for future orders and agreements. Such future price changes will have no impact on ongoing orders and already established agreements. Furthermore, PAB is entitled to modify the price of Products in ongoing orders and established agreements based on objectively demonstrable price changes for one or more elements in the production or logistical chain and/or in case of price changes in (raw) materials needed for Products, which have been charged to PAB by suppliers/manufacturers of Products or logistical partners and sub-contractors.

In case of non-payment or incomplete payment on the expiration date, the Customer will, without further notification of default, be legally required to pay compensation that has been established at 10% of the invoice total, with a minimum of €65.00. Furthermore, late payment interest to the tune of 1% per started month will be owed as of the day of expiration. All other not yet overdue invoices or yet-to-be-invoiced amounts will also become claimable.

All objections against the invoices of PAB must be submitted in writing and must be suitably substantiated, within 7 workings days of the invoice date.

VI. Liability

The contractual liability of PAD towards the Customer, if the former fails to honour its contractual obligations or does so incorrectly, will be limited to the price of the sold Products, as mentioned on the invoice of PAB.

PAB will never be liable for any indirect, special, incidental, punitive or consequential damage, unless fraud or deliberate or repetitive gross negligence has been proven on the part of PAB.

VII. Force majeure.

If it is impossible to execute the agreement(s) or deliver the Products due to force majeure, PAD will be entitled to fully or partially suspend its obligations for the duration of the case of force majeure.

Force majeure should be interpreted as delayed or cancelled deliveries by suppliers, transport problems or delays, machine failure, strike action or lock-out, import and export bans, fire, insurgency, war, pandemic, lockdown, epidemic, natural disasters, flooding or water damage, scarcity of raw materials, and government decisions.

If a case of force majeure lasts for longer than 4 consecutive months, both the Customer and PAB will be entitled to terminate the agreement without having to pay any kind of compensation.

Agreed delivery and execution periods will be extended by the duration of the force majeure. If necessary, the parties will agree a new execution period in good faith.

In case of force majeure, PAB will always be entitled to bill for the already executed part of the agreement and/or delivered Products.

VIII. Applicable law and qualified court:

The realisation, validity and execution of all agreements established between PAB and the Customer, and the resulting disputes, will be governed by Belgian law, with the exception of the United Nations Convention on the international sale of goods, agreed in Vienna on 11 April 1980 (Vienna Trade Treat).

All disputes will be presented, as the claimant decides, to courts in the district of Antwerp (Belgium) or courts in the district where the defendant is based.