General Terms and Conditions
Article 1. Area of validity
- The following terms and conditions apply to all contracts that are concluded between NISSIN BELGIUM and the customer.
Other or deviating provisions from the customer, even if they are mentioned on his order forms or any other document, only apply if NISSIN BELGIUM expressly agrees with this provisions in writing.
- With the acceptance of the quotation/offer of NISSIN BELGIUM, the customer declares to have taken notice of the terms and conditions of NISSIN BELGIUM and declares to accept them.
- All contracts are considered to be concluded at the registered office of NISSIN BELGIUM.
Article 2. Concluding of the agreement
- The quotations of NISSIN BELGIUM are binding for 30 days, unless NISSIN BELGIUM has mentioned otherwise in the quotation.
- The contract is concluded between NISSIN BELGIUM and the customer by the written consent of the customer with the quotation of NISSIN BELGIUM.
- If the customer places an order by telephone or orally, the contract is concluded when the customer receives an order confirmation of NISSIN BELGIUM and doesn’t protest the order confirmation within 2 workingdays.
Article 3. Prices
- Per service that has to be rendered by NISSIN BELGIUM in a certain Project, NISSIN BELGIUM will in any case make a quotation in accordance with the normal practices, whereby the price will be determined considering the requested service, quantities, size, …
The prices mentioned in the quotation of NISSIN BELGIUM are in Euro and without VAT, unless it is expressly mentioned differently in the quotation of NISSIN BELGIUM.
- Insofar as any additional services or costs (E.g. repackaging to make the cargo transportable, …) must be executed/incurred by NISSIN BELGIUM in the execution of its assignment and these services/costs were thus not provided for in NISSIN BELGIUM’s quotation, then NISSIN BELGIUM shall pass these costs on to the customer in her invoicing.
- If NISSIN BELGIUM has to prefund any freight charges, NISSIN BELGIUM will have the right to invoice these costs afterwards to the customer, with the hereafter mentioned advancement fee on the total amount paid on behalf of the customer:- 0 EUR – 1000 EUR: 3%+
– 1000 – 5000 EUR: 1,8 %
– ABOVE 5000 EUR: 0,8 %
Article 4. Obligations of the customer
- For each Project for which services are to be provided by NISSIN BELGIUM, the necessary information (with a reference to the applicable incoterm 2020, this to the extent applicable) will be provided by the customer, concerning among others:
– Identity and billing details of the customer
– Required Logistic Services
– Quality Requirements
– Key contacts of all parties
– Any other information that is crucial for the execution of the serviceFor each specific logistic service, the customer will also communicate the additional instructions and requirements concerning this logistic service. These instructions and information will cover among others:
– ID-number shipment
– Preferred mode of transport
– Required temperature transport range
– Requested Service Level (Supplier Product)
- Any additional requirements and/or information that are crucial for the execution of the specific logistic service, will in any case be notified to NISSIN BELGIUM in writing.
Article 5. Notice of any shortage, damage to or loss of the goods by NISSIN BELGIUM
- Notice of any shortage, damage to or loss of the goods noticed by NISSIN BELGIUM at the time of arrival at NISSIN BELGIUM, will be made by NISSIN BELGIUM in the carrier’s receipt or manifest and will be immediately notified in writing to the customer. Further, NISSIN BELGIUM will immediately notify the customer in writing of any consignee claim for shortages, damage to or loss of the goods. To the extent possible, NISSIN BELGIUM will assist the customer in investigating or mitigating any losses. In any case it is up to the customer to file an insurance claim or any legal claim that has to be issued against third parties.
Article 6. Delivery times
- If any delivery times are mentioned by NISSIN BELGIUM, these delivery times are only indicative and can be changed by NISSIN BELGIUM at any time as circumstances require.
- In the case that NISSIN BELGIUM has expressly agreed to binding delivery times, NISSIN BELGIUM will only be liable for the violation of the delivery times, if the delay is caused by the actions or the negligence of NISSIN BELGIUM, and only if NISSIN BELGIUM has received a notice in advance and fails to perform within a period of fifteen workdays starting from this notice.
NISSIN BELGIUM will not be liable in any way, if the delay is caused by events outside the control or will of NISSIN BELGIUM, this according to article 9 of this terms and conditions.
Article 7. Acceptance of the goods
- The customer immediately has to check the quality of the package carefully after delivery and is bound to report any faults or damages immediately and at last two working days after delivery, this in writing.
In the absence of such notification, the goods are considered to be accepted by the customer and the customer confirms that the services of NISSIN BELGIUM have been delivered in accordance with the quotation of NISSIN BELGIUM and good practices.
Article 8. Payment
- The invoices of NISSIN BELGIUM have to be paid by the customer within 30 days after the date of the invoice of NISSIN BELGIUM. If the 30th day is a bank holiday, the fee shall be paid on the next business day.
The customer shall bear the commission required for the bank transfer.
- If the customer doesn’t respect a payment deadline, a default interest of 10% per year is due by the customer, without that NISSIN BELGIUM has to send any notice of default to the customer. In the case of exceeding a payment deadline, the customer also has to pay a lump sum indemnity of 10% of the invoice of NISSIN BELGIUM with a minimum of 125,00 EUR.
- The customer hasn’t got any right of retention, nor the customer can execute any compensation, whatever their grounds.
- With his payment, the customer acknowledges that the services of NISSIN BELGIUM have been delivered in accordance with the quotation of NISSIN BELGIUM and that the package show no defaults caused by NISSIN BELGIUM.
Article 9. Force majeure
- In the event of natural disaster, war, strike or other incident, robbery, nature or defect of the Cargo, incomplete packing (provided, however, that NISSIN BELGIUM has not undertaken such packing), order or recommendation of a competent authority, or any other cause beyond the control of NISSIN BELGIUM, NISSIN BELGIUM shall not be liable for any loss or damage to the goods.
If NISSIN BELGIUM is temporarily prevented from fulfilling its obligations by force majeure, the obligations of NISSIN BELGIUM shall be suspended.
Force majeure includes circumstances which prevent NISSIN BELGIUM from fulfilling its obligations and which cannot be attributed to NISSIN BELGIUM. These include: Illness on the part of the employees of NISSIN BELGIUM, government measures (e.g. decommissioning, quarantine, compulsory closure, …) and unforeseeable circumstances at suppliers or third parties on which NISSIN BELGIUM depends.
If a situation of force majeure as referred to in this article lasts longer than three months, both parties are entitled to dissolve the contract, without any obligation to pay compensation.
If NISSIN BELGIUM has partially fulfilled its obligations when the force majeure occurs, it is entitled to invoice this part separately and the customer is obliged to pay this invoice as if it were a separate contract
Article 10. Liability and insurance
- In view of the fact that the success of the assignments granted to NISSIN BELGIUM, is always influenced by external factors such as the intervention of previous carriers, packaging not supplied by NISSIN BELGIUM, … thus matters over which NISSIN BELGIUM has no control, NISSIN BELGIUM undertakes to deliver its best efforts with regard to the execution of its assignment.
In other words, NISSIN BELGIUM shall carry out her assignment with due diligence and in accordance with the rules of the art, monitor, adjust where necessary and do everything reasonably possible within its power, but NISSIN BELGIUM in no way guarantees that its efforts shall lead to a perfect result for the customer.
To the extent possible, NISSIN BELGIUM will always take into account:- the Standard Operating Procedures [SOP] as set out in the individual contracts between parties (when applicable).
– Any other requirements as mentioned by the customer according to article 4 of this terms and conditions.
NISSIN BELGIUM will carry out her assignment in accordance with all applicable regulations and customs and will always act with due care.
- If an accident or irregularity occurs or is deemed likely to occur during the Logistic services, NISSIN BELGIUM shall promptly notify the customer and take emergency measures in accordance with the instructions of the customer, where, to the extent possible and if applicable, these measures will already be indicated in the Individual contract between parties. However, in urgent and unavoidable cases, NISSIN BELGIUM shall take appropriate measures without instructions from the customer and report the results to the customer without delay.
- The liability of NISSIN BELGIUM with respect to her services shall begin when NISSIN BELGIUM receives the package from the customer or its designate at the place designated by the customer, and shall end when NISSIN BELGIUM delivers the package to the customer or its designate at the place designated by the customer.
NISSIN BELGIUM is in no way liable for the actions or acts performed by third parties with which NISSIN BELGIUM has no contractual relationship, whether these actions or acts take place before or after the intervention of NISSIN BELGIUM.
NISSIN BELGIUM can only be held liable for damage in case of intent or gross negligence, both when held liable on a contractual basis and when held liable on an extra-contractual basis.
If NISSIN BELGIUM should be liable according tot his article for a total or partial loss or for damage to or a shortage of goods, the damage will be assessed on the basis of the declared value of the goods concerned at the time such goods were turned-over to NISSIN BELGIUM and in accordance with the CMR Convention of 19/05/1956.
- In the event of damage arising from the violation or non-fulfilment of an obligation under the agreement, the liability of NISSIN BELGIUM is limited to compensating only that damage, the causal link of which the customer can prove with the violation or non-fulfilment of the agreement.
The maximum amount that NISSIN BELGIUM will be required to pay under Article this article will in any case be equal to the proven/declared value of the cargo.
In no event shall NISSIN BELGIUM be held liable for indirect, indirect, consequential, economic or reputational damage, loss of profits or opportunities to contract, etc..
- The damage limitations resulting from this article are also applicable to the organs, managerial staff of NISSIN BELGIUM or the employees, respectively staff members and/or subcontractors of NISSIN BELGIUM.
- NISSIN BELGIUM confirms that she has all the necessary (professional liability) insurances concerning her activities (based on the CMR-convention of the 8th of May 1956).If damages are caused by NISSIN BELGIUM’s appointees, with NISSIN BELGIUM making a declaration to its insurance company, the customer may not in any way withhold any invoice amounts to compensate for these damages.
Article 11. Subcontractors
- NISSIN BELGIUM may attribute all or part of her services to a subcontractor. If NISSIN BELGIUM attributes all or a part of her services to a subcontractor, such subcontractor shall at any time respect the obligations of NISSIN BELGIUM as stipulated between NISSIN BELGIUM and the customer.
Article 12. Complaints
- On pain of preclusion, every complaint about the invoices of NISSIN BELGIUM, needs to be handed over by registered letter to NISSIN BELGIUM, within 8 days after the date of the invoice of NISSIN BELGIUM.
Article 13. Applicable law
- The Belgian law shall apply to every agreement that is closed between NISSIN BELGIUM and the customer.
Article 14. Jurisdiction
- Every dispute that may rise between NISSIN BELGIUM and the customer, will be settled by the courts of Brussels.
Article 15. Validity
- If any of the above mentioned conditions is declared null or invalid, the validity of the other conditions of this general terms and conditions, remains unaffected.
The parties will replace the invalid condition by a valid provision with the nearest possible effect.