GENERAL TERMS AND CONDITIONS

ARTICLE 1 – APPLICATION
1.1. These general terms and conditions, including any specific conditions mentioned or referenced in our quotes, order confirmations, and invoices, apply to all quotes (hereinafter referred to as the “Quote(s)”), all order confirmations (hereinafter referred to as the “Order Confirmation(s)”), and all agreements that you (hereinafter referred to as the “Customer”) enter into with BV (KBO 0755.515.677), operating under the trade name “Nutricel” (hereinafter referred to as the “Agreement(s)”), unless expressly stated otherwise in writing by us. They are considered formally and expressly accepted by the Customer, even if they contradict the Customer’s own general or specific terms of contracting, purchasing, or selling.
1.2. Conditions specified on orders or other documents issued by our Customer only bind us if explicitly accepted by us. Even if these conditions have been confirmed or accepted by us, the present general terms and conditions still apply, excluding any conditions appearing in the documents accepted or confirmed by us from the Customer. Emails, phone calls, or letters received by us do not bind us unless their receipt and content have been expressly confirmed by us.
1.3. The fact that a specific Agreement deviates from one of the provisions of these general terms and conditions does not exclude the applicability of the other provisions.
1.4. If the payment of an advance is provided for in the Agreement, the Quote, or the Order Confirmation, we are only bound after its payment.
1.5. We reserve the right to cancel any Agreement already entered into if it becomes apparent that our Customer is not creditworthy. This cancellation will be communicated to our Customer by registered mail.

ARTICLE 2 – QUOTES
2.1. Each price quote is non-binding and indicative. The validity period of the Quote is 30 days, unless otherwise agreed in writing.

ARTICLE 3 – PRICES AND PRICE LISTS
3.1. Price lists provided to our Customer are for informational purposes only and only bind us if referenced in our quote, our order confirmation, a specific Agreement, or in other documents prepared by us.

ARTICLE 4 – PRODUCTS
4.1. ROELANDT BV supplies food products for individuals with dysphagia. These products are powders that change viscosity when mixed with water.

ARTICLE 5 – ORDERS AND PURCHASES
5.1. Our Quote binds our Customer as soon as it has been signed by the Customer or confirmed to us through a written order.
5.2. Quotes bind us only if signed by the Customer or confirmed to us through a written order within the validity period of the Quote, and to the extent that this order is confirmed by us through an Order Confirmation.
5.3. In case of a conflict between these general terms and conditions, our quote, the order letter from our Customer, our Order Confirmation, and/or the purchase confirmation from the Customer, these shall be applied in the following order: our Order Confirmation, the order, our Quote, our general terms and conditions.
5.4. However, ROELANDT BV reserves the right to refuse any order without providing a reason.

ARTICLE 6 – INVOICES AND PROTESTS
6.1. Any protest concerning the drawing up, form, or content of our invoices, including these general terms and conditions, is only valid and will consequently only be accepted if the protest is formulated within eight (8) calendar days of receipt of the invoice.
6.2. In any case, the protest must be substantiated and clearly state the reasons for the protest. Additionally, in case of a protest, the Customer must express the extent of the protest in monetary terms.
6.3. The aforementioned protest must be made by registered letter sent to our registered office or by email with acknowledgment of receipt and read confirmation.
6.4. In the event of a protest, the invoice amounts not subject to the protest remain payable on the due date of the invoice and may be increased, if applicable, in the case of late payment by interest, damages, and recovery costs as specified in Article 7 (Payments and Payment Terms) below.
6.5. In the absence of a valid protest as outlined above, the Customer acknowledges the accuracy of the services billed by us, even if no prior Agreement or offer exists from our side.
6.6. In the absence of a fixed date of receipt, our invoices are deemed to be received by the Customer on the 3rd working day after the invoice date for billing addresses in Belgium, the 5th working day after the invoice date for billing addresses in other countries of the European Union, and the 10th working day after the invoice date for billing addresses outside of these areas. The Customer must provide evidence to the contrary.

ARTICLE 7 – PAYMENTS AND PAYMENT TERMS
7.1. Invoices are payable within thirty (30) days of the invoice date via bank transfer.
7.2. The outstanding amount of unpaid invoices will automatically increase from the due date without formal notice by a flat and non-reducible damage payment of 10% of the outstanding invoice amount, with a minimum of EUR 150.00, as well as late interest in accordance with the Law of August 2, 2002, on combating payment delays in trade transactions.
7.3. All our invoices must be paid by the due date mentioned on the invoice.
7.4. If the Customer fails to pay one invoice by its due date, all other invoices, even those that have not yet fallen due, become immediately payable.
7.5. In the event of late payment of our invoice(s) by the Customer, we reserve the right to declare any granted discounts null and void, even retroactively, concerning discounts granted to the Customer up to one year prior to the last discount granted.
7.6. Payments will always first be offset against any due interest owed under these terms, followed by damages and recovery costs, and only then against the outstanding balances of the invoice(s), starting with the oldest outstanding amounts, regardless of any notes or mentions made by the Customer at the time of their payment(s).
7.7. We are entitled at any time to assign all or part of our receivables from the Customer to third parties.

ARTICLE 8 – DELIVERY TIMES AND DELIVERY MODALITIES WHEN WE DELIVER
8.1. The delivery times we set are merely approximate and non-binding. Delays do not justify the cancellation of the order, the termination of the contract, a price reduction, or any claim for damages.
8.2. When collecting goods from our warehouses, the Customer must always be present at the loading and inspect the delivered goods. No complaints regarding visible defects or discrepancies in quantities will be accepted afterward.
8.3. If we deliver to the Customer, the delivery note must be signed by the Customer or their representative. After signing, we will accept no complaints regarding visible defects or discrepancies in quantities.
8.4. If our Customer or someone on their behalf signs the delivery note upon delivery, this will be communicated to our Customer in whatever manner permitted by law and customs, including transmission by fax or email. Any complaints regarding visible defects or discrepancies in quantities must be reported to us within three calendar days following the dispatch date of our communication, failing which they will be inadmissible.

ARTICLE 9 – GENERAL PROVISIONS REGARDING OUR DELIVERY TIMES
9.1. The deadlines are always suspended during holiday periods and force majeure days.
9.2. We are automatically relieved of any liability in connection with deadlines if:
i. The payment terms have not been respected by the Customer,
ii. ROELANDT BV can invoke force majeure events such as lockdowns, strikes, epidemics, wars, economic embargoes, sabotage, fire, adverse weather conditions, water damage, machine breakdowns, work stoppages, interruptions, or delays in the transport or receipt of raw materials, whether with us or with our suppliers, and generally any external cause that we can reasonably demonstrate has affected or is affecting our production.

ARTICLE 10 – LIABILITY AND DISCLAIMER OF LIABILITY
10.1. Goods are deemed to comply with reasonable requirements without further specific guarantees applying.
10.2. ROELANDT BV shall not be held liable for costs and damages resulting from actions or omissions of its suppliers.

ARTICLE 11 – RISK AND OWNERSHIP RESERVATION
11.1. It is expressly agreed that responsibility and risk for sold goods and their accessories shall pass to the Customer at the time of entering into the Agreement, but the goods shall remain solely our property until the Customer has fully complied with their obligations, including the payment of all amounts due to us, including default interest, damages, and recovery costs. Consequently, it is prohibited for the Customer to sell, pledge to a third party, or otherwise dispose of the goods as long as they have not fulfilled their obligations under Article 7 (Payments and Payment Terms). In the event of non-compliance with this article, the Customer shall owe a compensation of 50% of the agreed sale price. If the goods are sold nonetheless, the right to the resulting sale price shall replace the sold goods.
11.2. In accordance with what is stated above, we reserve the right to immediately reclaim the sold goods, including their accessories, irrespective of their location, with all costs of removal, transport, etc., being borne by the Customer. In this context, the Customer is obliged to inform us of the location of the sold goods upon our first request and to cooperate for the removal. If such removal is hindered for any reason by the Customer, their representatives, or their creditors, the Customer shall automatically owe us a compensation of EUR 150.00 per day until the goods can be placed in our possession. Any costs for potential reinstatement shall be borne by the Customer.

ARTICLE 12 – CANCELLATION AND TERMINATION
12.1. Cancellation and termination: In the event of cancellation of the order or termination of the contract, a flat and irreducible compensation of 25% of the order or contract value shall be due.
12.2. ROELANDT BV has the right to suspend its services in case of outstanding overdue invoices.
12.3. In case of non-payment for two months, ROELANDT BV has the right to request termination with compensation from the Customer, provided that the Customer does not make payment within fourteen (14) days after formal notice.

ARTICLE 13 – MISCELLANEOUS PROVISIONS
13.1. The invalidity, nullity, or unenforceability of any provision or clause of these General Terms and Conditions shall not lead to the invalidity, nullity, or unenforceability of the respective provision or these General Terms and Conditions in their entirety. If the validity or enforceability of a provision of these General Terms and Conditions is jeopardized or seriously threatened, the respective provision shall be interpreted or replaced so that it shall continue to take effect legally, provided that it retains substantially the same effects for both ROELANDT BV and the Customer, and that it does not nullify the cause or balance of the Agreement.

ARTICLE 14 – APPLICABLE LAW AND COMPETENT COURT
14.1. We agree with our Customer to endeavor to reach an amicable solution prior to any legal proceedings.
14.2. In the absence of such an amicable solution, the courts of the judicial district of Antwerp shall have exclusive jurisdiction, even in the event of multiple defendants, counterclaims, interventions, and guarantees, and even in summary proceedings.
14.3. All agreements made with the Customer are exclusively governed by Belgian law.