General Terms and Conditions
These General Terms and Conditions (the "Terms") are used by Fromosa B.V. ("Fromosa", "we", "us"), a private limited company registered in the Netherlands, Chamber of Commerce (KvK) number 42090923, VAT number NL869671613B01. They apply whether Fromosa buys or sells goods.
Part I — General (applies to all agreements)
1. Definitions
Fromosa: Fromosa B.V. and its associated companies. Counterparty: any business that contracts with Fromosa, whether as a supplier or a buyer of goods. Agreement: any agreement for the purchase or sale of goods between Fromosa and a Counterparty. Goods: the products that are the subject of an Agreement. These Terms are used only in business-to-business dealings. Fromosa does not contract with consumers.
2. Applicability
These Terms apply to all offers, order confirmations, and Agreements in which Fromosa buys or sells Goods. The applicability of any general terms and conditions of the Counterparty is expressly rejected. Deviations from these Terms are valid only where agreed in writing. Where Part I conflicts with Part II or Part III, the specific Part prevails for that type of Agreement.
3. Offers and formation of the Agreement
All offers by Fromosa are without obligation and subject to contract, even where a period for acceptance is stated. An Agreement is formed only when confirmed in writing by Fromosa, through a signed contract or a written order confirmation or invoice, or when Fromosa begins performance. A written order confirmation is deemed to state the Agreement correctly unless the Counterparty objects in writing without delay. "Written" includes email and other durable electronic communication.
4. No unilateral cancellation
A Counterparty may not unilaterally cancel an Agreement. Any purported unilateral cancellation is void unless Fromosa agrees to it in writing.
5. Notices and information
Notices, information, statements, images, and samples provided by Fromosa, in whatever form, are indicative only and do not bind Fromosa unless the Agreement expressly provides otherwise.
6. Prices
Unless stated otherwise, prices are exclusive of VAT and of import and export duties, excise, and other levies. The default currency is the euro, unless otherwise agreed. For intra-Community supplies, VAT is reverse-charged to the Counterparty under Article 196 of the EU VAT Directive, where the conditions are met and a valid VAT identification number is provided.
7. Security, set-off, and suspension
Fromosa may at any time require the Counterparty to provide security, satisfactory to Fromosa, for the performance of the Counterparty's obligations, and may suspend its own performance until such security is given. The Counterparty may not suspend, deduct, or set off any amount. Fromosa may set off any amount it owes the Counterparty (or an associated company) against any amount owed to Fromosa (or an associated company), whether due or not.
8. Confidentiality
Each party keeps confidential all non-public business information received from the other, including prices, counterparty identities, sources, and deal terms, and uses it only for the purpose of the Agreement. This obligation continues after the Agreement ends.
9. Sanctions and compliance
Neither party will trade in Goods in breach of applicable export controls or sanctions, including those of the UN, the EU, or the Netherlands. The Counterparty warrants that it, its beneficial owners, and its agents are not subject to any such sanctions, and will inform Fromosa promptly of any relevant change. Fromosa may suspend or terminate an Agreement without liability where performance would, in its reasonable opinion, breach sanctions or export controls.
10. Intellectual property and authenticity (general)
Goods traded under an Agreement must be genuine, lawfully produced, and lawfully placed on the market. Nothing in an Agreement transfers any trademark or other intellectual property right in the Goods or their brands.
11. Liability
Fromosa's liability is limited to the direct loss arising from an attributable failure, up to the net value of the Agreement concerned and, where applicable, to the amount paid out under its insurance. Fromosa is not liable for indirect or consequential loss, including lost profit, business interruption, or loss of goodwill. Where Fromosa is held liable by a third party for damage for which it is not liable under these Terms, the Counterparty indemnifies Fromosa against that claim and its costs. These limitations do not apply in the event of intent or deliberate recklessness on the part of Fromosa's management, and also apply for the benefit of Fromosa's staff and the parties it engages.
12. Force majeure
Neither party is liable for a failure caused by circumstances beyond its reasonable control, including war, natural disaster, transport and freight disruption, government measures, supply failures, and default of a party's own suppliers. During force majeure, obligations are suspended. Fromosa may, without judicial intervention, suspend performance for up to three months or terminate the affected Agreement, without any compensation being due.
13. Suspension and dissolution
Fromosa may suspend or dissolve an Agreement, wholly or in part, without notice of default or court intervention, where the Counterparty fails to perform, where there is serious doubt as to the Counterparty's ability to perform, or on the Counterparty's insolvency, suspension of payments, stoppage of work, liquidation, or attachment of its assets. In such cases, Fromosa's claims become immediately due and payable, without prejudice to its other rights.
14. Data protection
Each party complies with the General Data Protection Regulation (GDPR) in respect of personal data processed under an Agreement. Fromosa's Privacy Statement is available on this website.
15. Severability
If any provision of these Terms is void or unenforceable, the remaining provisions stay in force, and the parties will replace the affected provision with a valid one of similar intent. Where a provision conflicts with a mandatory rule, that mandatory rule replaces the affected provision.
16. Governing law and jurisdiction
Dutch law governs all Agreements and these Terms. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. Disputes are submitted exclusively to the competent court of the Rechtbank Limburg, location Roermond, unless Fromosa chooses the court of the Counterparty's domicile.
17. Language
These Terms may be provided in other languages. In the event of any discrepancy, the Dutch version prevails.
Part II — Purchases (where Fromosa buys Goods)
18. Supplier warranties: genuine goods, quality, and traceability
The supplier warrants that the Goods: are genuine, original, and originate from the manufacturer or rights holder shown on the packaging and labels (not produced under licence), free of defects; are, given usual shelf life, fit for resale and for sale to and use by consumers; carry the manufacturer's or rights holder's original and most recent packaging and labelling; comply with applicable national, EU, and international rules, including original batch or code numbers, identical on the packaging and on the product, enabling identification. For Goods intended for sale within the EEA, the supplier warrants that they were placed on the EEA market by the rights holder or with its consent, and may be freely traded there. On first request, the supplier provides full documentation on the origin and supply chain of the Goods, including invoices and details of previous holders.
19. Permits and licences
The supplier obtains, in time and at its own expense, any permits, licences, and permissions needed to perform the Agreement, and observes their conditions. The supplier is solely liable for, and indemnifies Fromosa against, any failure to obtain them or to observe their conditions.
20. No approach to Fromosa's customers
The supplier will not, directly or through others, offer or quote the Goods to a customer of Fromosa in connection with a deal that Fromosa is negotiating or has concluded.
21. Delivery, partial deliveries, and documentation
Delivery is made on the terms and Incoterms agreed (ICC Incoterms, latest edition), to the place stated by Fromosa, on the agreed date, which is a strict and final date. The supplier informs Fromosa in good time of the exact delivery time and of any threatened delay. Partial deliveries require Fromosa's prior written consent. The supplier provides all documents needed to transport and clear the Goods. Signing a delivery note confirms receipt only, not approval of quantity or quality, and does not discharge the supplier's warranties or liability.
22. Packaging
The supplier packs the Goods with proper care and is liable for damage and costs caused by insufficient or damaged packaging. Unless otherwise agreed, Fromosa is not obliged to pay for packaging.
23. Inspection and rejection
Fromosa, or a third party it designates, may inspect or test the Goods at any time and place; inspection, testing, or its omission does not discharge the supplier's warranties or liability. Where the Goods do not conform, Fromosa may reject them, and the supplier repairs, replaces, or refunds at its own expense within a period set by Fromosa, and takes back rejected Goods at its expense. Rejection also entitles Fromosa to suspend payment.
24. Property and risk
The supplier bears the risk for the Goods until they have been delivered to and approved by Fromosa. Where Fromosa pays before delivery, ownership of the Goods to which that payment relates passes to Fromosa on payment, and the supplier keeps those Goods identifiable, insured, and stored with care on Fromosa's behalf.
25. Payment and invoicing
Unless otherwise agreed, Fromosa pays within a period agreed per deal, calculated from the latest of delivery, approval, and receipt of a compliant invoice. Payment does not discharge the supplier's warranties or liability. Invoices must meet the requirements of the Dutch Turnover Tax Act (Wet op de omzetbelasting); non-compliant invoices are not processed or paid.
26. Return shipments
Fromosa may return Goods and require refund of the price paid where, as a result of the supplier's acts or omissions, the market or marketability of the Goods is essentially different from what it was when the Agreement was formed. Fromosa may also return Goods within twelve months of delivery, without stating reasons, where they deviate in packaging or labelling from what is usual (for example action lots), against refund of the price paid.
27. Guarantee
The supplier promptly repairs any defect shown by the Goods after delivery or, where repair is not possible in Fromosa's opinion, replaces the Goods, at the supplier's expense, without prejudice to Fromosa's other rights. Where the supplier does not repair promptly or the matter cannot wait, Fromosa may act, or have a third party act, at the supplier's expense.
28. Supplier liability, indemnity, and insurance
The supplier is liable for all loss and costs, including indirect loss and lost profit, arising from defects in the Goods or other shortcomings. The supplier indemnifies Fromosa and its customers against third-party claims relating to the Goods, including intellectual property claims, and their costs. The supplier insures this liability adequately and, on request, allows Fromosa to inspect the policy.
29. Subcontracting and transfer
The supplier may not subcontract the Agreement, transfer its obligations, or use other than its own staff without Fromosa's prior written consent, which Fromosa may make conditional. Consent does not release the supplier from its obligations.
Part III — Sales (where Fromosa sells Goods)
30. Delivery
Delivery is Ex Works (EXW) unless otherwise agreed, on the Incoterms agreed (ICC Incoterms, latest edition). Fromosa may make partial deliveries. Stated delivery times are indicative and not firm unless expressly agreed in writing; attributable exceeding requires a notice of default, and the Counterparty derives no rights from a delay that does not exceed three months. Where Fromosa is in default on delivery, the Counterparty's sole remedy is to dissolve the Agreement, against refund of amounts prepaid, without interest or further compensation.
31. Transport and failure to take delivery
Transport is at the Counterparty's expense and risk, whatever the delivery term. Under EXW, the Counterparty collects the Goods within the agreed period. Where the Counterparty fails to take delivery, Fromosa may take the Goods back or store them at the Counterparty's expense and risk; the Counterparty remains obliged as if delivery had taken place, and owes the costs of return and storage, set at a minimum of 15% of the agreed price, without prejudice to Fromosa's right to the actual higher costs.
32. Retention of title
Title to the Goods passes to the Counterparty only when all amounts owed to Fromosa under any Agreement have been paid in full. Until then, the Counterparty keeps the Goods identifiable as Fromosa's property, stores them with care, and insures them against loss and damage, naming Fromosa as co-insured; on request, the Counterparty assigns or pledges its insurance claims to Fromosa. Fromosa may repossess the Goods without notice of default if the Counterparty fails to perform, and the Counterparty irrevocably authorises this. Where the Counterparty resells the Goods in the ordinary course of business, the amount it owes Fromosa for those Goods becomes immediately due. The Counterparty informs third parties of Fromosa's retention of title and, on request, informs Fromosa of the whereabouts of the Goods.
33. Prices and adjustment
Prices are exclusive of VAT and levies. Fromosa may increase a stated or agreed price before delivery to reflect increases in the cost of goods, raw materials, wages, freight, insurance, exchange rates, or duties. Where no VAT is due because the Goods are destined for supply within the EU, Fromosa may nevertheless charge it and credit it once the Counterparty proves the intra-Community supply took place.
34. Payment
Unless otherwise agreed in writing, payment is due on formation of the Agreement, in the currency invoiced, without set-off, deduction, or suspension. On late payment, the Counterparty is in default by operation of law, without notice of default, and owes statutory commercial interest and all extrajudicial collection costs, set at a minimum of 15% of the principal, without prejudice to Fromosa's right to the actual higher costs. Fromosa may require security before performing or continuing to perform.
35. Complaints and warranty
The Counterparty inspects the Goods on arrival. Complaints about quantity, weight, specification, or non-conformity with a sample, and other visible defects, are made in writing within a reasonable period and in any event without delay after delivery; hidden defects are reported within a reasonable period after discovery and no later than three months after delivery. Failing timely complaint, claims lapse. No claim arises where the Agreement concerns used or damaged Goods; where the Goods have been processed or are no longer identifiable as originating from Fromosa; for normal wear or incorrect handling, use, or storage; or where the Counterparty has not given Fromosa the opportunity to investigate or has not met its own obligations. For Goods that Fromosa obtained from a third party and did not itself treat, the Counterparty's claims are limited to what Fromosa can recover from its own supplier. On a timely and justified complaint, Fromosa's obligation is limited, at its option, to repair, redelivery, or a credit, and does not extend to indirect loss.
36. Returns
The Counterparty may not return Goods without Fromosa's prior written consent. Any return takes place at the Counterparty's expense and risk.
37. Onward sale and indemnity
Where the Goods are branded, the Counterparty is responsible for the lawful onward sale of the Goods in its market and indemnifies Fromosa against claims arising from the Counterparty's resale, and against any third-party claim for which Fromosa is not liable under these Terms.