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Terms And Conditions

TERMS AND CONDITIONS

A. GENERAL:

  1. Unless proven otherwise, these general terms and conditions are accepted by the Customer by the mere fact of entering into an Agreement with The Farmchix Company.
  2. Definitions: The following definitions apply to these general terms and conditions.
    • The Farmchix Company: The Farmchix Company BV, with its registered office at Industrielaan 31, 8930 Menen, company number 0421.974.744, registered with the Ghent Commercial Court, Kortrijk Division.
    • Customer: the natural person or legal entity that uses or wishes to use the products and/or services of The Farmchix Company, or the person who has expressed interest in any way in the products and/or services of The Farmchix Company.
    • Parties: the Customer and The Farmchix Company
    • Agreement: any agreement between the Customer and The Farmchix Company, any supplement or amendment thereto, and all legal acts arising therefrom.
    • Goods: All goods, items, products, and services sold or delivered by The Farmchix Company to the Customer pursuant to the Agreement.
  1. Any provision of the General Terms and Conditions that would be void or unenforceable due to a conflict with any statutory provision shall nonetheless have the maximum effect permitted by law. If one or more provisions of the General Terms and Conditions are wholly or partially invalid, unlawful, void, or unenforceable, the remaining provisions shall remain in full force and effect.
  2. The fact that The Farmchix Company, in exceptional cases, does not insist on compliance with its General Terms and Conditions shall in no way be interpreted as a future waiver.

B. ORDERS:

  1. All Agreements, quotations, order confirmations, sales, and deliveries are subject to the terms and conditions set forth below, unless expressly agreed otherwise in writing.
  2. The Farmchix Company is not bound by any offers made in brochures or catalogs, nor by the communication of terms of sale, price lists, or delivery times.
  3. A quotation from The Farmchix Company does not constitute a definitive offer but is always non-binding and does not create any obligations on the part of The Farmchix Company. A complete and legally valid Agreement is deemed to have been concluded when a price quotation from The Farmchix Company is signed or confirmed in writing by the Customer and subsequently expressly reconfirmed by The Farmchix Company.
  4. The Customer orders the Goods, including packaging. The Customer must confirm the quantity, form, and contents of the packaging via email no later than one month before the agreed-upon delivery date. Any late confirmation of packaging materials will result in a proportional extension of the delivery period. Any adjustments to the packaging that The Farmchix Company must make after this confirmation by the Customer will be at the Customer’s expense and will result in an extension of the delivery period. The packaging will be ordered in accordance with the Customer’s confirmation. The Customer is fully responsible for the payment of the confirmed packaging. Any ordered packaging materials that can no longer be used after the requested adjustments, as well as any packaging materials remaining after production of the requested goods, will, at the Customer’s discretion, either be purchased by the Customer at the time of delivery of the Goods or be destroyed by The Farmchix Company at the Customer’s expense.
  5. All delivery times are always approximate and non-binding on The Farmchix Company. Failure to meet these delivery times shall under no circumstances give rise to compensation or termination of the Agreement.
  6. Prices are calculated based on the prevailing market conditions at that time. In the event of changes in market conditions (including, but not limited to: transportation costs, import duties, etc.) between the time of the order and delivery, The Farmchix Company reserves the right to adjust prices. The Customer agrees that these market changes will be fully passed on.
  7. Representatives of The Farmchix Company are not authorized to accept payments, unless expressly authorized to do so, nor to grant payment terms or discounts without written confirmation from the management of The Farmchix Company. Payment to representatives of The Farmchix Company does not release the Customer from its obligations.

C. INVOICES:

  1. All invoices issued by The Farmchix Company are payable in cash at its registered office, even in the case of domiciled bills of exchange.
  2. Complaints regarding invoices must be submitted to The Farmchix Company within 5 business days.
  3. Any agreement to the contrary regarding payments does not constitute a novation or a waiver of these general terms and conditions and is subject to the resolutive condition of strict compliance with any payment terms. Any attachment, protest, or default under any Agreement shall render all invoices and/or bills of exchange drawn on The Farmchix Company immediately due and payable, without prejudice to the application of Article C.7 of these general terms and conditions.
  4. Any unpaid invoice shall, by operation of law and without notice of default, accrue interest at the rate specified in the Belgian Act of August 2, 2002, on combating late payment in commercial transactions.
  5. In the event of non-payment by the due date, liquidated damages of 10%, with a minimum of €50 and a maximum of €2,500, shall be charged by operation of law and without notice of default.
  6. Payments made after the due date will first be applied to any accrued interest, then to the penalty clause, and finally to the oldest outstanding invoice.
  7. The Farmchix Company reserves the right, whenever it deems it appropriate—even during the performance of the Agreement—to require security. If the security provided by the Customer to The Farmchix Company does not cover the price due, the latter has the right to cancel all or part of the order by operation of law and without notice of default.
  8. The Farmchix Company has the right to suspend its obligations toward the Customer if the Customer fails to fulfill its obligations or a substantial part thereof, or if The Farmchix Company has reasonable grounds to fear that the Customer will be unable to fulfill its obligations or a substantial part thereof. The Farmchix Company will immediately notify the Customer of this suspension. In the event of a well-founded fear, The Farmchix Company will resume its obligations if the Customer can provide sufficient evidence or guarantees that it will be able to fulfill its part of the obligations.

D. DELIVERIES & PICKUPS:

  1. The delivered Goods remain the property of The Farmchix Company until full payment of the agreed price and any associated charges. The Customer is obligated to keep the Goods properly insured at all times and to present the insurance policy upon The Farmchix Company’s first request.
  2. All risk of damage to or loss of the Goods is borne by the Customer. In the event that the Customer fails to fulfill its obligations in a timely manner, The Farmchix Company reserves the right to retrieve the Goods. In that case, the Customer shall permit access to its buildings and premises. In the event of resale of the Goods—even if processed—that remain the property of The Farmchix Company, the Customer shall assign to The Farmchix Company all claims arising from such resale.
  3. Delivery and acceptance of the Goods shall always take place in accordance with the EXW Incoterm (Incoterms 2020) at The Farmchix Company’s headquarters, unless otherwise agreed. The Goods shall always travel at the Customer’s risk, regardless of whether or not The Farmchix Company is responsible for their transportation.
  4. The Customer is obligated to accept delivery of the ordered Goods on the specified delivery dates, unless otherwise agreed. If the Goods are not accepted by the Customer at the time of delivery, The Farmchix Company is entitled to store the Goods at the Customer’s expense, risk, and cost. In this case, The Farmchix Company is also entitled, at its discretion:
    • either to resell the relevant Goods to a third party at a price to be determined by The Farmchix Company. Without prejudice to the compensation payable by the Customer for the additional storage costs, the Customer shall also owe compensation for the realized loss in value, being the difference between the agreed price and the compensation realized by The Farmchix Company upon resale.
    • or to invoice the Goods in full, without prejudice to the additional storage costs. The Goods will be made available on demand. The Customer is obligated to pay the invoice in full and to take delivery of the Goods within three months of the original delivery date. Failure to do so will result in the Goods being destroyed. The additional storage costs and the cost of destruction shall be borne by the Customer.

E. TERMINATION:

  1. In the event of a breach of contract, bankruptcy, or manifest insolvency on the part of the Customer, The Farmchix Company has the right either to demand adequate security for the delivery or to deem the Agreement terminated by operation of law without any notice of default, by simple registered letter, even if the Goods have already been shipped in whole or in part. In that case, all invoices shall also become immediately due and payable.
  2. If the Customer fails to provide the evidence or guarantees specified in Article C.8 of the General Terms and Conditions within the timeframe specified by The Farmchix Company, The Farmchix Company reserves the right to terminate the Agreement by simple registered letter to the Customer, without the Customer being entitled to any compensation.
  3. In the event of termination or cancellation of the Agreement attributable to the Customer, the Parties expressly agree that the Customer shall owe The Farmchix Company a lump-sum compensation estimated at 25% of the agreed price. The Customer shall be liable for additional compensation if the actual damages incurred are higher. In the event that The Farmchix Company opts for specific performance of the Agreement, the agreed-upon price shall be invoiced in full and shall be immediately due and payable. In that case, The Farmchix Company shall only be obligated to deliver the Goods upon receipt of full payment.

F. FORCE MAJEURE – UNFORESEEN CIRCUMSTANCES:

  1. Any event of force majeure, including but not limited to any act by a third party or the government that makes compliance with the Agreement impossible, any interruption in the normal supply of raw materials, fuels, or power, any strike, lockout, or fire, shall result in the suspension of the agreed-upon delivery period, without the Customer being entitled to compensation. If the force majeure situation persists for more than three months or in the event of permanent force majeure, both parties have the right to terminate the Agreement by simple registered letter, without any right to compensation.
  2. Any substantial event that seriously impedes or complicates the performance of the Agreement by The Farmchix Company shall give rise to renegotiation between the Customer and The Farmchix Company without the possibility of judicial intervention. If a new Agreement cannot be concluded within a reasonable period of time, The Farmchix Company has the right to unilaterally terminate the Agreement or to postpone or suspend its performance, without the Customer being entitled to compensation. The unilateral termination or suspension of the Agreement will be notified to the Customer by ordinary registered letter.

G. CONFORMITY – DEFECTS – LIABILITY:

  1. The Customer is required to conduct a thorough inspection of the delivered Goods at the time of delivery, or at the latest within 24 hours of delivery. The Customer must verify that the delivery is in compliance and free of visible defects. Visible defects as well as non-conformities, such as complaints regarding quantity, are covered by the delivery. Legitimately rejected goods can only be replaced.
  2. The Customer is entitled to a warranty against hidden defects for one month following delivery of the Goods, subject to the following conditions: (i) timely and full payment of the price, and (ii) immediate notification by certified mail within 24 hours after the defect was discovered or should reasonably have been known. The postmark date applies.
  3. If the Customer reports non-conformity and/or defects within the time limits set forth above, the Customer must take the necessary steps to store the delivered Goods under the best possible conditions, without charging The Farmchix Company for any associated costs. The Customer must allow The Farmchix Company to inspect the Goods, the alleged defects and/or non-conformity, and all relevant factors. Such an inspection shall be conducted without prejudice to any rights and without any admission of liability. If the inspection reveals that there is no defect or non-conformity, the Customer shall be obligated to pay all costs incurred by The Farmchix Company in connection with this inspection. If the Customer prevents the inspection from taking place, The Farmchix Company shall not be liable for any damages.
  4. If The Farmchix Company is held liable for defects, compensation for damages to the Customer contrary to the provisions of Articles 1644 through 1647 of the former Civil Code, be limited to a maximum of 20% of the agreed-upon price, unless The Farmchix Company replaces the defective Goods, in which case no further compensation shall be due.
  5. The Farmchix Company is not liable for defects or damage resulting from improper storage and/or use by the Customer or third parties.
  6. In any event, should The Farmchix Company be held liable, such liability is limited to contractual liability and to the Customer’s foreseeable, personal, and direct damages, up to a maximum of the agreed-upon price of the delivered Goods or the amount paid by The Farmchix Company’s insurer. The Farmchix Company is also not liable for its ordinary negligence, nor for that of its agents or employees.
  7. Under no circumstances shall The Farmchix Company be liable for indirect, incidental, or consequential damages of any kind. By accepting the Goods, the Customer agrees to indemnify The Farmchix Company against any and all claims by third parties to whom the Goods are resold or who use them.
  8. Under no circumstances may The Farmchix Company or its agents be held liable on the basis of non-contractual liability, not even in the event of a criminal offense.
    “Agents” means any natural person or legal entity entrusted by The Farmchix Company with the performance—whether in whole or in part—of its obligations under the Agreement, regardless of whether such person or entity performs these obligations for its own account and in its own name, or in the name and/or on behalf of The Farmchix Company.
  9. Complaints, even if they are well-founded, do not entitle the Customer to cancel pending orders and cannot give rise to any other compensation whatsoever, unless in accordance with Article G.2 or G.10 of these general terms and conditions.
  10. Without written permission from The Farmchix Company, the goods may not be returned, and such permission does not in any way imply an acknowledgment of liability. Shipping costs are the sole responsibility of the Customer, unless the Customer proves that The Farmchix Company is liable. Any return of goods must be made in the original packaging and must be received by The Farmchix Company free of freight and charges.

H. DISPUTES:

  1. Notwithstanding the statutory statute of limitations, any claims that the Parties may have against each other in connection with the Agreement shall be barred after one year, calculated from the date on which the Goods were delivered or made available.
  2. All disputes arising in connection with the Agreement shall be governed by Belgian law.
  3. However, The Farmchix Company has the right to apply the national law of the other contracting party’s place of residence, registered office, administrative headquarters, branch, or office if such law is more favorable to The Farmchix Company than Belgian law (including, but not limited to, matters concerning retention of title).
  4. Only the courts with jurisdiction over the registered office of The Farmchix Company shall have jurisdiction over disputes arising from the Agreement.
  5. In the event of a dispute regarding the interpretation of the various versions of the general terms and conditions, the Dutch version shall prevail.

I. PERSONAL DATA – GDPR:

  1. For the purposes of this Agreement, the Parties may receive personal data from individuals employed by the other Party or by one of its employees, directors, subcontractors, agents, or representatives who are in contact with the other Party. The personal data of the staff shall in any case be limited to “business contact information,” namely first name, last name, business address, work phone number, and work email address.
  2. Each Party shall act in its capacity as Data Controller with respect to the personal data of the other Party’s staff. The Parties confirm that they are authorized to disclose their employees’ personal data and have a valid legal basis, as required by the General Data Protection Regulation (“the GDPR”), to share their employees’ personal data for processing by the other Party.
  3. The Party that provides the personal data of its employees to the other Party shall ensure that (i) its employees have been duly informed in accordance with the GDPR that the personal data relating to them will be used, disclosed, and/or processed in connection with this Agreement, and (ii) appropriate complaint procedures and processes are established to enable them to exercise their rights under the GDPR. The privacy policy can be viewed at https://farmchix-company.com/privacybeleid/.
  4. Both Parties shall take appropriate technical and operational measures to prevent unauthorized or unlawful processing of personal data, as well as (accidental) loss, destruction, and/or damage.