General Terms and Conditions of Sale applicable to the buyers of:
Version applicable from 15 April 2026.
Article 1 – Scope and acceptance of the general terms and conditions of sale
These GTCS constitute a determining element of Agronuts’ consent and are a condition for the conclusion of any contract.
Any order placed with Agronuts implies the Buyer’s full and unconditional acceptance of these GTCS, to the exclusion of any other document such as brochures, catalogues, correspondence, or the Buyer’s general purchasing conditions, unless expressly accepted in writing by Agronuts.
The Buyer is deemed to have read these GTCS and to have accepted them:
- expressly, by signature or written validation, or
- tacitly, in the absence of any written protest within a period of five (5) calendar days following their receipt, or by the mere fact of placing an order.
Consequently, no contrary or derogatory clause appearing in documents issued by the Buyer may be invoked against Agronuts, unless agreed in advance and expressly in writing by the latter.
The fact that Agronuts does not invoke, at any given time, any of the provisions of these GTCS may not be interpreted as a tacit waiver of its right to rely on them at a later date.
Any tolerance by Agronuts, even if repeated, may under no circumstances be considered as a contractual modification or novation.
Article 2 – Offers, orders and product availability
2.1 Price offers and commercial documents
These offers do not constitute a firm commitment on the part of Agronuts as long as they have not been confirmed in writing.
Any particular condition or derogation from these GTCS shall only be valid if it has been formally accepted in writing by Agronuts, in accordance with Article 1.
2.2 Formation of the contract
This confirmation alone gives rise to a contractual commitment between the parties.
Agronuts reserves the right to refuse any order from a Buyer with whom a prior dispute, a payment default, or any circumstance justifying such refusal would persist.
In the event of cancellation of the order by the Buyer, the latter shall be liable as of right for a fixed indemnity set at:
- 10% of the amount excl. VAT of the cancelled order if the cancellation occurs more than 15 days before the scheduled delivery date.
- 20% of the amount excl. VAT of the cancelled order if the cancellation occurs less than 15 days before the scheduled delivery date.
- 30% of the amount excl. VAT of the cancelled order if the cancellation occurs less than 5 days before the scheduled delivery date.
This indemnity is without prejudice to Agronuts’ right to claim higher compensation if the actual damage suffered is greater.
2.3 Product availability
In the event of total or partial unavailability after validation of the order, Agronuts will inform the Buyer as soon as possible.
The Buyer may then:
- either accept a partial delivery,
- or request cancellation of the order for the unavailable products.
In all cases, such unavailability may not give rise to any compensation or damages payable by Agronuts.
2.4 Evidence and communication
Electronic exchanges, email confirmations or electronic signatures exchanged between the parties shall have the same probative value as a document on paper.
Article 3 – Delivery, transfer of risk and delivery times
3.1 Place of delivery and transfer of risk
Agronuts undertakes to make available to the Buyer, or where applicable to its carrier, products that comply with the order and packaged in adequate packaging ensuring their integrity during transport.
For each collection carried out, a delivery note specifying the designation, quantity and description of the collected products shall be drawn up by Agronuts. This document shall be attached to the goods and, where applicable, annexed to the CMR consignment note.
Delivery is deemed completed as soon as the goods are effectively made available to the Buyer or its carrier. Regarding the carrier, the Buyer shall ensure that the latter has the ability to deliver the goods in good condition and in strict compliance with the rules of hygiene, quality and safety (in particular compliance with temperatures, freshness and ripeness of the products, weight, calibre, compliant packaging and labelling, guaranteed shelf life upon receipt, use-by date, best-before date…) and to respect the day and time of the appointment, in accordance with transport legislation. Loading shall be ensured by the carrier.
At that moment, the risks associated with the products, in particular of loss, deterioration or theft, are transferred to the Buyer. Consequently, the Buyer is responsible for any loss or damage that may occur during transport.
3.2 Costs, transport and formalities
In the event of transport outside the European Union, it is for the Buyer to ensure the compliance of the export and import documents.
Any cost or delay resulting from a failure to comply with these obligations shall be borne exclusively by the Buyer.
3.3 Receipt, verification and claims
Any claim for apparent defect or non-conformity must be notified in writing to Agronuts within forty-eight (48) hours following receipt, accompanied by precise reservations noted on the transport document.
After this period, the goods shall be deemed accepted without reservation.
In the event of damage or loss occurring during transport, it is for the Buyer to lodge the claim in the forms and time limits provided for by the CMR Convention.
3.4 Delivery times
No exceeding of the delivery time may give rise to any compensation, withholding or cancellation of orders in progress. Deliveries are made according to availability and in the order of receipt of orders.
3.5 Force majeure
Delivery times may be suspended in the event of force majeure in accordance with Article 8.
Article 4 – Price and payment conditions
4.1 Price
Agronuts reserves the right to modify its prices at any time, without notice, in particular in the event of variation in the cost of raw materials.
However, the products are invoiced on the basis of the tariffs in force at the time of the written confirmation of the order by Agronuts, subject to stock availability.
The confirmation of the order by Agronuts entails firm acceptance of the agreed price for the product(s) concerned.
For any order delivered outside Belgian territory, local taxes, customs duties, import costs or other charges may be required by the authorities of the country of destination. These costs are entirely the responsibility of the Buyer, who alone assumes responsibility for them, both for their declaration and for their payment.
4.2 Payment conditions
When making payment, the Buyer may not deduct from the invoiced amounts any sum for corrections unless he is in possession of a credit note issued by Agronuts or a written agreement from Agronuts. Unless otherwise stipulated, any credit note shall only be paid by Agronuts after recovery of all overdue invoices and/or debit notes issued in the name of the Buyer.
Any non-payment or incomplete payment within the prescribed time limits gives rise, as of right and without formal notice, from the following day, to the payment of interest at the reference rate increased by 8 percentage points and rounded up to the higher half percentage point. In addition to this amount, Agronuts is entitled to the payment, as of right and without formal notice, of a fixed indemnity of 40 euros for the recovery costs incurred by Agronuts. In addition to this fixed amount, Agronuts is also entitled to reasonable compensation, with a minimum of 10% of the amount due, for all other recovery costs in addition to the said fixed amount and incurred as a result of the late payment, including the procedural indemnity in accordance with the provisions of the Judicial Code. This clause applies without prejudice to Agronuts’ right to claim greater compensation covering the damage actually incurred.
The non-payment of an invoice on its due date or any other failure of the Buyer in the performance of its obligations authorises Agronuts to suspend any delivery, by the simple sending of a notice by letter or email and this until the full performance by the customer of its obligations. Once the situation has been regularised, deliveries will be resumed according to Agronuts’ possibilities.
Article 5 – Transfer of ownership and transfer of risk
Even in the event of retention of title in favour of Agronuts:
- Transfer of risk: The risks of loss, damage or destruction of the products are transferred to the Buyer as soon as they are made available to the Buyer or its carrier.
- Solvency: Agronuts reserves the right to require (additional) security or a payment guarantee during the performance of the contract, if it obtains information concerning a reduced solvency of the Buyer that could reasonably cast doubt on the perfect performance of its obligations. The Buyer’s refusal to provide such security authorises Agronuts to suspend the performance of its obligations or to consider the contract as terminated at the Buyer’s fault.
Article 6 – Termination clause
The termination shall take effect automatically upon expiry of a period of 5 working days following the sending of the notification that has remained without effect.
In this case, all sums due shall become immediately payable, and all deliveries in progress shall be suspended or cancelled, without indemnity payable by Agronuts.
Article 7 – Liability and insurance
7.1 Nature of obligations and conventional limits
For all other accessory services not expressly qualified, Agronuts is only bound by an obligation of means, the Buyer having to prove the fault committed.
Agronuts’ liability may only be engaged in the event of proven fault (for obligations of means) or non-performance of an obligation of result (except in the case of proof of force majeure), and may not cover:
- The indirect consequences of the damage, including, without this list being exhaustive, operating losses, loss of turnover, loss of profit, loss of clientele, or damage to image.
- Damage resulting from individual tolerance to the products or from improper use, storage, or processing of the products by the Buyer.
7.2 Limitation of liability
In all cases, the total amount of indemnities payable by Agronuts under any claim may not exceed, and shall be reduced as of right to, the guarantee ceiling set by Agronuts’ insurance policy in force at the time of the damage, as referred to in Article 7.3 below.
7.3 Agronuts' insurance
For any damage covered by the said insurance, the applicable compensation ceiling shall be that provided for in the insurance policy.
7.4 Buyer's insurance obligations
At Agronuts’ first request, the Buyer shall provide a valid insurance certificate.
7.5 Products, conformity, storage and transfer of risk
7.5.1 Initial conformity and exclusions
The products are delivered in their original packaging and deemed to comply with the specifications known to the Buyer, as well as with the Belgian and European legislation in force, in particular in matters of food safety.
Agronuts may not be held liable for individual tolerance to the products, nor for damage resulting from improper use, storage or processing by the Buyer.
7.5.2 Buyer's storage and transport obligations
Maintaining the quality and integrity of the (hazelnut-based) products supplied by Agronuts requires from the Buyer appropriate storage and transport, in accordance with the product specifications and the rules of the art, in particular in matters of food safety.
The products must imperatively be stored:
- In a healthy, clean and dry place, free from any type of pest (rodents, insects, birds, etc.)
- Under the temperature conditions indicated in the product specifications, and protected from frost, excessive heat and bad weather.
- Away from any strong-smelling product (detergents, tyres, fuels, etc.) in order to avoid any olfactory contamination.
The Buyer must remove from sale the products that have undergone abnormal storage, transport, preparation or handling conditions (falls, crushing, breaking of the cold chain, etc.).
7.5.3 Delivery reservation and exclusion of liability
In order to guarantee optimal quality, Agronuts reserves the right to temporarily stop or suspend the delivery of certain products sensitive to temperature variations in the event of exceptional weather events (such as heatwave or frost). This suspension may not give rise to any compensation or penalty.
Agronuts’ liability may not be engaged, and no return of goods may be accepted, in the event that the products are stored or distributed in abnormal conditions or incompatible with their nature and the requirements of this article.
Article 8 - Force majeure
The affected party must inform the other party as soon as possible in writing of the occurrence of the event.
If the force majeure event persists beyond thirty (30) calendar days, either party may terminate the contract as of right, by simple written notification, without the other party being able to claim any indemnity, except for services already performed or deliveries already made or in progress.
Economic difficulties, loss of market or decline in activity do not constitute force majeure. Overdue payment obligations remain payable, except in the case of absolute impossibility of transferring funds due to force majeure affecting the banking system.
Article 9 – Notifications
9.1 Notification addresses
All notifications, communications, requests, formal notices or information relating to this contract must be sent to Agronuts SRL, registered office: rue de la Levée 306, 5070 Sart-Saint-Laurent, Belgium, or to the official email address info@agronuts.be, as communicated by Agronuts.
Likewise, all notifications or communications from Agronuts to the Buyer must be sent to the physical or electronic address that the latter has communicated to Agronuts at the time of the conclusion of the order.
The Buyer undertakes to immediately inform Agronuts of any change of postal or electronic address.
9.2 Form and validity
Any notification is deemed validly made:
- by registered letter: the date of the postmark being authoritative;
- by email: on the date of sending.
9.3 Effects of notifications
Compliance with the addresses and forms of notification provided for in this clause is essential for the legal effect of the communications.
Any notification sent in violation of this clause may be considered as not validly made until the correct address is used.
Article 10 – Confidentiality
The parties undertake to keep strictly confidential all information, documents, technical, commercial or financial data exchanged in the context of their commercial relations, and not to disclose them to any third party without the prior written consent of the other party, except for legal or regulatory obligation. This confidentiality obligation remains in force for the entire duration of the contract and for a period of three (3) years after its termination, for whatever reason.
Article 11 – Non-assignability and subcontracting
The Buyer may not assign, transfer or delegate all or part of its rights and obligations under this contract without the prior written consent of Agronuts.
Agronuts may, without prior authorisation, use subcontractors for the performance of its obligations, while remaining responsible for the proper performance thereof.
Article 12 – Intellectual property
All intellectual property rights relating to the products, brands, processes, documents or information provided by Agronuts remain the exclusive property of Agronuts.
The Buyer shall refrain from any reproduction, exploitation, disclosure or modification without the prior written authorisation of Agronuts.
Article 13 – Independence of the parties
The parties acknowledge that this contract does not create any partnership, joint venture, agency, employment or mandate relationship. Each acts as an independent party, at its own risk, and retains exclusive responsibility for its tax and social obligations.
Article 14 – Non-waiver
The fact that Agronuts does not invoke any provision of this contract at any given time may not be interpreted as a waiver in the future of the application of this provision.
Article 15 – Data protection (GDPR)
The Parties acknowledge that, for the performance of this contract, each acts as an independent Data Controller for the personal data it processes. Each undertakes to comply with the obligations of the GDPR and the applicable Belgian legislation. The data exchanged shall only be processed for the performance of the contractual obligations.
Article 16 – Partial nullity
If a provision of this contract is declared null, invalid or unenforceable, it shall be replaced by a valid provision reflecting as closely as possible the common intention of the parties, without affecting the validity of the other provisions.
Article 17 – Applicable law
This contract is governed and interpreted in accordance with Belgian law.
Article 18 – Competent court
Any dispute relating to the interpretation, performance or validity of this contract is subject to the exclusive jurisdiction of the Enterprise Court of Liège, Namur division. Agronuts nevertheless reserves the right to summon the Buyer before any other court having jurisdiction under common law.