General trade policy
Article 1 – Identity of the Seller
These General Terms and Conditions of Sale govern all sales carried out by Brasil Direto SNC, having its registered office at Avenue Paul Gilson 450, Box D107, 1620 Drogenbos, Belgium, registered with the Belgian Crossroads Bank for Enterprises under number BE0631949060.
Email: info@brasil-direto.be
Phone: +32 478 03 34 88
Hereinafter referred to as the “Seller”.
Article 2 – Scope of Application
These Terms and Conditions apply to all sales made by the Seller.
Sales are strictly reserved for professionals acting within the scope of their commercial activity (B2B only).
Any order implies full and unconditional acceptance of these Terms and Conditions, to the exclusion of the Customer’s own terms.
Consumer withdrawal rights do not apply.
Article 3 – Products
The products marketed are food products intended exclusively for professional use.
Descriptions, visuals, photographs and technical sheets are provided for information purposes only and are not contractually binding.
The Seller reserves the right to modify the assortment, brands or packaging without prior notice.
Article 4 – Orders
An order becomes final and binding upon written confirmation by the Seller.
The Seller reserves the right to refuse or cancel any order in case of prior payment default, insolvency risk or incomplete information.
Electronic records maintained by the Seller constitute valid proof of transactions.
Article 5 – Prices
Prices are expressed in euros (€) excluding VAT.
Applicable VAT is that in force at the time of invoicing.
Transport costs are included only if expressly stated in the order confirmation.
The Seller reserves the right to modify prices prior to final confirmation.
Article 6 – Payment
Advance payment is the standard rule.
Any deviation must be subject to prior written approval from the Seller’s financial management.
In the event of late payment:
• statutory interest pursuant to Belgian law of 2 August 2002
• automatic lump-sum compensation of 15% of the outstanding amount with a minimum of €250
• immediate enforceability of all outstanding invoices
• automatic suspension of deliveries
Failure to pay one invoice on its due date shall render all outstanding amounts immediately payable.
Any invoice dispute must be notified in writing within five working days of receipt.
Article 7 – Penalty Clause
In the event of non-payment on the due date, the Customer shall automatically and without prior notice owe a penalty of 15% of the outstanding amount with a minimum of €250, without prejudice to statutory interest and legal costs.
The Seller reserves the right to claim additional compensation if actual damages exceed this amount.
Article 8 – Retention of Title
The goods remain the exclusive property of the Seller until full payment of the price, interest and costs.
In case of non-payment, the Seller may reclaim the goods at the Customer’s expense.
The Customer may not resell or process the goods prior to full payment.
Article 9 – Delivery – Incoterm DAP
Deliveries are made under Incoterm DAP (Delivered At Place) – agreed delivery location.
The Seller arranges and bears transport costs up to the agreed delivery point.
Risk transfers to the Customer when the goods are made available at the place of destination, prior to unloading.
Unloading is under the sole responsibility of the Customer.
Delivery times are indicative and do not constitute a result obligation.
Article 10 – Customs Formalities (UK and Switzerland)
For deliveries to the United Kingdom or Switzerland, import formalities, duties, local taxes and regulatory requirements are the sole responsibility of the Customer unless otherwise agreed in writing.
The Seller shall not be liable for administrative or customs delays beyond its control.
Article 11 – Reception and Claims
The Customer must inspect the goods upon delivery.
Any claim regarding quantity, visible damage or apparent non-conformity must be notified in writing within 48 hours of delivery.
Failing this, the goods shall be deemed definitively accepted.
No return shall be accepted without prior written approval.
Article 12 – Storage and Preservation
From the moment of risk transfer, the Customer is solely responsible for proper storage conditions, compliance with cold chain requirements and product preservation.
The Seller shall not be liable for any deterioration occurring after delivery.
Article 13 – Use-by Date and Best-before Date (DLC/DDM)
The Customer expressly accepts the remaining use-by date (DLC) or best-before date (DDM) at the time of delivery.
No return or compensation shall be granted on the grounds of insufficient remaining shelf life.
Article 14 – Product Recall
In the event of a product recall imposed by competent authorities or decided by the Seller for safety reasons, the Customer undertakes to fully and immediately cooperate.
The Customer shall, in particular:
• immediately cease commercialization
• inform its own customers where required
• withdraw affected products from the market
The Seller’s liability is strictly limited to replacement of the affected products or reimbursement of their purchase value, excluding any additional compensation.
Article 15 – Liability
The Seller’s liability is strictly limited to the net amount (excluding VAT) of the concerned order.
The Seller shall not be liable for indirect damages, loss of profit, loss of business or commercial prejudice.
No liability shall arise in case of misuse, improper storage or non-compliance with legal obligations by the Customer.
Article 16 – Regulatory Compliance
The products comply with applicable Belgian and European Union regulations at the time of market placement.
The Customer is solely responsible for compliance with applicable regulations in its country of resale.
Article 17 – Cybersecurity and Electronic Evidence
The Seller implements reasonable IT security measures.
The Seller shall not be liable for fraudulent intrusion, cyberattack, temporary website unavailability or data alteration beyond its control.
Electronic communications, order confirmations, digital invoices and electronic records shall constitute valid and admissible evidence between the parties.
The Customer expressly accepts the evidential value of electronic exchanges.
Article 18 – Force Majeure
The Seller shall not be liable for force majeure events including strike, health crisis, shortage, administrative blockage, logistical disruption, major cyberattack or any event beyond its reasonable control.
Article 19 – Termination
In case of serious breach by the Customer, notably non-payment, the Seller may terminate the contract automatically and without prior notice, without prejudice to damages.
Article 20 – Governing Law and Jurisdiction
These Terms and Conditions are governed by Belgian law.
Any dispute relating to their validity, interpretation or execution shall fall under the exclusive jurisdiction of the courts of the Judicial District of Brussels (Dutch-speaking division).
Article 21 – Customer’s Mandatory Insurance
The Customer declares that it is covered by adequate professional liability insurance covering, in particular, damages related to storage, preservation, distribution and resale of food products.
The Customer warrants that its insurance policy also covers food safety risks and market placement of food products.
Upon the Seller’s request, the Customer shall provide a valid insurance certificate.
Failure to maintain such insurance or to provide the certificate constitutes a material breach justifying immediate suspension of deliveries without compensation.
Article 22 – Automatic Set-Off
The Seller is entitled to automatically set off any amounts owed by the Customer against any claim the Customer may have against the Seller, even if such claim is not certain, liquid or due.
No set-off may be invoked by the Customer without the Seller’s prior written approval.
Any unilateral set-off attempted by the Customer shall be deemed null and void.
Article 23 – Suspension of Performance (Exception of Non-Performance)
In case of contractual breach by the Customer, including late or non-payment, the Seller may immediately suspend any performance, including confirmed deliveries, without prior notice.
Such suspension shall not be deemed wrongful and shall not give rise to any compensation.
The Seller may resume performance only after full remediation of the breach.
Article 24 – Acceleration Clause (Loss of Term)
Failure to pay one invoice on its due date automatically triggers loss of term for all invoices issued, including those not yet due.
All outstanding amounts shall become immediately due and payable without prior notice.
Article 25 – Irrevocability of Orders
Any order confirmed by the Seller is irrevocable.
No amendment or cancellation shall be valid without the Seller’s prior written approval.
If an exceptional cancellation is accepted, the Seller may invoice the incurred costs, logistical costs and a lump-sum indemnity equal to 20% of the total order value.
Article 26 – Survival of Clauses
Clauses relating to retention of title, limitation of liability, penalties, electronic evidence, jurisdiction and any financial obligations shall survive termination, cancellation or expiry of the contract for any reason whatsoever.
