GENERAL TERMS AND CONDITIONS OF SALE

1. Scope of Application

These general terms and conditions of sale apply to all orders placed by the buyer with the seller and to all our sales contracts, including any ancillary services. These general terms and conditions of sale exclude, unless expressly accepted in writing by the seller, all general and specific purchasing conditions of the buyer. No deviation from these general terms and conditions of sale shall be permitted without the seller’s prior written confirmation.
Any order shall only be accepted by the seller upon written confirmation sent to the buyer or upon effective delivery of the products. Unless proven otherwise, the buyer acknowledges having received a copy of these general terms and conditions of sale.

2. Price and Payment

Unless otherwise stipulated, our prices are exclusive of VAT. The sale price is the price indicated in our price lists in force on the date of conclusion of the sale or placement of the order. For payment of the products sold, the seller reserves the right to require, at its discretion, additional guarantees, such as payment by bill of exchange, delivery of a certified cheque, or the provision of a bank guarantee.
The buyer authorizes the seller to revise the agreed total price up to a maximum of 80% of that price, depending on increases occurring between the conclusion of the sale and its execution in the actual cost of the following parameters: goods, raw materials, wages, energy, and exchange rate variations between the currency of purchase of raw materials and/or goods and the currency of sale of the products. These parameters shall apply proportionally to the part of the price representing their respective cost.
Unless otherwise stipulated, all invoices are payable in euros to Brussels Distillery, into the following bank account: BE23 7320 4776 6891. The recipient of the invoice is always responsible for payment. Any complaint relating to an invoice must be notified to the seller no later than eight (8) days after receipt, failing which it will not be taken into consideration.
In the event of non-payment of any invoice on its due date, the buyer shall automatically and without prior notice owe the seller interest at a rate of 10%, with a minimum of EUR 40 as liquidated damages. Payments shall be allocated first to the oldest outstanding debt. Non-payment of a single invoice on its due date shall automatically render the balance of all other invoices immediately payable, even if not yet due. Late payment interest shall be calculated per commenced month. Interest and penalties are due automatically and without prior notice.
The drawing and/or acceptance of bills of exchange or other negotiable instruments does not constitute novation and does not derogate from these terms of sale. In the event of judicial recovery of any invoice, the buyer shall also be liable for reasonable recovery costs, such as attorney’s fees and internal administrative costs exceeding the amount of the fixed compensation.

3. Delivery

Our products are either delivered to the buyer at the seller’s registered office or operating site, or collected at the registered office of Brussels Distillery. Consequently, the buyer bears transport costs and all related risks as soon as the products are taken into possession or, failing that, as soon as they are made available to the buyer.
If the buyer designates another delivery location, collection and, where applicable, storage of the products shall be carried out at the buyer’s risk and expense. Delivery times are given for information purposes only. Any delivery delay shall not entitle the buyer to terminate the sales contract.
Furthermore, the seller reserves the right to refuse the sale of its products depending on stock availability and sufficiency, or for any other legitimate reason, and retains the right to make partial deliveries. Prices do not include pallets, packaging, or other ancillary costs. Conditions for the return of pallets and packaging shall be agreed upon by special agreement.

4. Retention of Title

4.1

The delivered goods remain the full and exclusive property of the seller until full payment of the principal, costs, and interest, even if they have been delivered to the buyer. The buyer bears all risks from the time of delivery. The buyer undertakes to preserve the goods in their original condition until full payment and shall under no circumstances allow them to become immovable by destination or incorporation, nor mix them with other immovable goods.

4.2

In the event of late payment, the buyer hereby irrevocably authorizes the seller to recover the goods without judicial intervention or prior notice, without prejudice to the seller’s right to full compensation. The buyer must cooperate fully, failing which a contractual penalty of EUR 50.00 per day of default shall apply.

4.3

Without prejudice to Article 4.2, the seller reserves the right, at its sole discretion, either to seek specific performance of the contract or to declare the contract terminated at the buyer’s expense. In the latter case, the seller’s loss shall be deemed to amount at least to the advance payments already made by the buyer, which the seller may retain in full, without prejudice to its right to full compensation.

5. Guarantees

If the seller’s confidence in the buyer’s solvency is undermined by judicial enforcement measures taken against the buyer and/or by other demonstrable events calling into question or rendering impossible confidence in the proper performance of the buyer’s obligations, the seller reserves the right to suspend the order in whole or in part and to require appropriate guarantees from the buyer.
In the event of refusal by the buyer, the seller reserves the right to cancel the buyer’s order in whole or in part, even if the goods have already been dispatched in whole or in part, in which case the buyer agrees to cooperate fully in returning the goods at its expense and in good condition. In such case, the seller shall be entitled to full compensation, at least equivalent to the advances already paid by the buyer.

6. Inspection

6.1

The buyer must receive and immediately inspect the goods. Complaints concerning the quality of the delivered goods or delivery errors shall only be accepted if sent to the seller by registered letter or email within forty-eight (48) hours after delivery. Failing this, the buyer shall be deemed to have accepted the delivery without reservation, subject to latent defects. Complaints relating to quantities shall only be accepted if noted at unloading on the delivery documents. When goods are collected, the carrier must verify quantities before leaving the warehouse.
All goods are sold subject to customary variations in color, volume, thickness, length, etc., and are of normal commercial quality. Goods are not taken back without the seller’s prior authorization.

6.2

Latent defects may only give rise to compensation if they are identified promptly and if the seller is notified immediately and no later than forty-eight (48) hours after their discovery by registered letter or email.

6.3

The seller’s liability is strictly limited to the replacement of non-conforming goods or their repair if the cost thereof is lower than the replacement value. No other claims for reimbursement, costs, or compensation, regardless of cause, may be made against the seller. Processing of the goods shall in any event constitute acceptance, even in the event of a prior complaint. In all cases, any compensation may never exceed the price of the goods.

7. Subcontracting and Assignment

The seller may subcontract all or part of the execution of the sale to a third party without the buyer’s prior written consent. The seller may also assign all or part of the sale to a third party without the buyer’s prior written consent.

8. Contract Manufacturing

8.1

Contract manufacturing is defined as any product manufactured on behalf of a third party.

8.2

For any contract manufacturing, responsibility for the final product lies entirely with the client. The distillery is bound only by an obligation of means in accordance with good industry practices and shall under no circumstances be subject to an obligation of result.

8.3

The recipe and the use of ingredients are always the client’s responsibility. The client’s approval to launch production shall always constitute validation and acceptance of the recipe and ingredients used.

8.4

A contract-manufactured product shall always be deemed compliant if it has been produced based on the ingredients indicated by the client and/or if it meets the legal definition of the product in question.

9. Privacy Protection

The processing by the seller of personal data received from the buyer is intended for the execution of the present agreement, customer administration, promotion of the seller’s products and services, establishment of personalized information and direct marketing campaigns, including by email or any other means of communication.
At any time, the buyer has the right to access, review, and correct personal data relating to them free of charge, in accordance with the Belgian law of 8 December 1992 on the protection of privacy with regard to the processing of personal data. The data controller is the managing director of the seller.

10. General Provisions

The invalidity or unenforceability of any clause of these general terms and conditions shall not affect the validity or enforceability of the remaining clauses. Where applicable, an invalid clause shall be replaced by a valid clause that is economically closest to the invalid or unenforceable clause.
The seller’s failure to invoke these general terms and conditions at any time shall not be interpreted as a waiver of the right to invoke them at a later date.
Any communication or notification between the parties shall be validly made by registered letter or email with acknowledgment of receipt, addressed to the seller at its registered office and to the buyer at its registered office or domicile.

11. Governing Law and Disputes

All contracts are governed by Belgian law, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods. The parties expressly agree to consider the seller’s registered office as the place of performance of the contracts.
In the event of a dispute, the courts of Brussels shall have exclusive jurisdiction. All costs related to judicial or extrajudicial recovery, including fees and expenses, shall be borne by the buyer.