Updated on 1 January 2020
1. Deviation from these General Sales Terms and Conditions is only possible subject to prior written agreement between the service provider, hereinafter referred to as ILVO, and the client.
2. Our quotes are valid for thirty (30) calendar days from the date of the quotation. The agreement between ILVO and the client is established on the basis of these Terms and Conditions when the client accepts the offer.
3. The collaboration with ILVO is non-exclusive.
4. With respect to the intended results of its contracted investigations, ILVO shall only provide a means of commitment, which does not imply nor warrant a guaranteed result and makes no warranties as to the originality, completeness or suitability of the results for a specific purpose.
5. The client commits to make available the necessary information and/or materials to enable ILVO to carry out the contract properly. ILVO is under no circumstances liable for any delay in the execution of the contract due to the late provision of information and/or materials by the client.
6. Invoices are payable within 60 calendar days from the invoice date via bank transfer to ILVO, unless expressly agreed otherwise.
7. Any dispute or complaint about the invoice(s) must be communicated to ILVO in writing via registered mail within ten (10) calendar days after the invoice date. After the expiry date, the invoice amount becomes fully and irrevocably payable.
8. In the case of payment arrears or non-compliance with a contractual obligation by the client, ILVO may either nullify execution of the current orders, assignments and all obligations with respect to the client, or suspend them and resume only after receipt of the payment and/or compliance with all obligations, without prior notice of default and notwithstanding the right to claim compensation.
9. In the case of non-payment by the due date, a delay interest will be payable ipso jure and without notice. The interest rate to be applied is the same interest rate as the interest rate that applies to commercial transactions during the period in question. In case of late payment, a flat-rate fee is also payable equal to 10% of the unpaid invoice amount with a minimum of € 150. The costs and fees of the lawyer in the recovery of the outstanding invoice shall be borne by the debtor of the invoice.
10. In the case of contractual default, bankruptcy or insolvency of the client, ILVO can regard the agreement as dissolved without any notice of default and ipso jure. In the event of termination of the contract due to the client, ILVO is entitled to a lump sum compensation of 25% of the contract price, without prejudice to reimbursement of the actual damages incurred by ILVO. In the event of dissolution of the agreement due to ILVO, if the client is a consumer, he or she shall be entitled to the same compensation.
11. Delivery and acceptance of the goods is always effected by EXW (ex works). Goods are dispatched at the expense and risk of the client. Until the date of payment in full, the goods delivered shall remain exclusive property of ILVO. Goods may be recovered by ILVO in the event of late payment. Advances and partial payments paid to ILVO remain definitely acquired as compensation for damage and loss.
12. Any cancellation of all or part of the agreed work shall be made in writing and no later than one week before the agreed-upon start date of the work. In case of cancellation of all or part of the work within one week of this starting date, the client will owe a flat-rate compensation of 25% of the outstanding balance amount stated on the offer without prejudice to the right of ILVO to prove higher damage.
13. ILVO cannot be held liable for any damage or loss resulting from execution of or any delay in the execution of the agreement, unless in case of fraud or intentional misconduct by ILVO. The client bears full responsibility for the use, misuse or incapacity to use the results of the contract and will indemnify ILVO for third-party claims in this regard. In the event of liability, the damage owed by ILVO shall be limited to the value of the contract.
14. All products resulting from the tests carried out at ILVO may not be commercialized or consumed except in the case of taste tests carried out by a taste panel, samples for trade shows or clinical studies after microbiological analyses have been carried out on these products with a negative result.
The products resulting from the tests carried out at ILVO or at the client’s premises must be destroyed either by ILVO or by the client after carrying out the tests.
ILVO does not have an allergen-free production area. Despite the strict rules of hygiene applied to the work done during the preparation of the provocation nutritional matrices, a possible cross- contamination with one of the 14 ingredients to be mentioned in the EU as allergens on the label cannot be excluded with absolute certainty.
Genetically modified agricultural products may be involved in processing in the Food Pilot. Despite strict rules of hygiene applied to the work with GMOs, a possible cross contamination with a GMO product cannot be excluded with absolute certainty.
15. The client agrees to fully reimburse the staff or appointees of ILVO who incur damages during the execution of the contract at locations that are under the supervision or control of the client, except in the case that only the fault of the staff member or appointee underlies the effecting of damages. The client shall indemnify ILVO on its first request against the claims brought by its staff or appointees against it in that regard.
16. The client shall obtain the necessary insurances and, at the first request of ILVO, shall submit proof of this.
17. To support the certainty of all its commitments, the client shall grant ILVO a lien on all its current and future claims on third parties.
18. All our agreements are governed exclusively by Belgian law. In the event of a dispute, only the courts of East Flanders, Department of Ghent, are competent.