Terms & Conditions

International Terms & Conditions of Sale

THIS AGREEMENT
1. THESE TERMS AND CONDITIONS (“AGREEMENT”) APPLY TO YOUR (“BUYER”) PURCHASE AND THE SHIPMENT OF PRODUCTS OR RELATED SERVICES (“PRODUCT”) SOLD AND SHIPPED BY «BELARDI FOOD TRADING S.A.M.» (“BFT”), INCLUDING ITS AFFILIATES OR SUBSIDIARIES, AS DESCRIBED IN THE CONFIRMATION THAT WILL BE PROVIDED TO BUYER ON ORDERS FOR PRODUCT. BY PROCEEDING WITH THIS TRANSACTION, BUYER IRREVOCABLY AGREES TO BE BOUND TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
2. THIS TRANSACTION HAS BEEN CONCLUDED IN THE ENGLISH LANGUAGE AND THIS AGREEMENT AND THE APPLICABLE CONFIRMATION TOGETHER CONSTITUTE THE ENTIRE AND SOLE AGREEMENT BETWEEN «BELARDI FOOD TRADING S.A.M.» AND BUYER. NO AGREEMENT OR OTHER UNDERSTANDING IN ANY WAY MODIFYING THIS AGREEMENT SHALL BE BINDING UPON «BELARDI FOOD TRADING S.A.M.» UNLESS MADE IN WRITING, AND ACCEPTED OVER THE SIGNATURE OF AN AUTHORIZED EXECUTIVE OF BELARDI FOOD TRADING.

TITLE TO PRODUCT
3. TITLE TO PRODUCT SOLD AND SHIPPED BY «BELARDI FOOD TRADING S.A.M.» TO THE BUYER SHALL NOT PASS TO THE BUYER UNTIL «BELARDI FOOD TRADING S.A.M.» HAS RECEIVED PAYMENT FOR THE PRODUCT IN FULL AS SPECIFIED IN THE APPLICABLE SALES CONFIRMATION.

SHIPMENT
4. «BELARDI FOOD TRADING S.A.M.» WILL USE ITS BEST COMMERCIALLY REASONABLE EFFORTS TO COMPLY WITH THE SHIPPING PERIOD BUT SUCH PERIODS ARE ESTIMATES ONLY AND NO GUARANTEE IS GIVEN AND TIME SHALL NOT BE OF THE ESSENCE IN RESPECT THEREOF. «BELARDI FOOD TRADING S.A.M.» SHALL ACCEPT NO LIABILITY OF ANY NATURE WHATSOEVER FOR FAILURE TO MEET DELIVERY DATES AND SUCH FAILURE SHALL NOT ENTITLE BUYER TO REPUDIATE OR CANCEL THE AGREEMENT.

PAYMENT OF PURCHASE PRICE
5. A CHANGE IN THE MARKET PRICE OF A PRODUCT SHALL NOT RELEASE THE BUYER FROM ITS OBLIGATION TO PAY THE ENTIRE AMOUNT OWING FOR THE PRODUCT AS DESCRIBED IN THE SALES CONFIRMATION
6. ACCEPTANCE BY «BELARDI FOOD TRADING S.A.M.» OF PAYMENT IN ARREARS OR PARTIAL PAYMENT OF THE PURCHASE PRICE SHALL NOT UNDER ANY CIRCUMSTANCES AND NOTWITHSTANDING ANY REPRESENTATION OR ASSURANCES MADE BY «BELARDI FOOD TRADING S.A.M.» TO THE CONTRARY, BE DEEMED A WAIVER OF BELARDI FOOD TRADING’S RIGHT TO DEMAND PAYMENT IN FULL OR A WAIVER OF ANY RIGHT OR REMEDY THAT «BELARDI FOOD TRADING S.A.M.» MAY HAVE ON ANY FUTURE OCCASION.
7. IN CASE OF PAYMENT DELAY THE SELLER IS ENTITLED TO CHARGE THE BUYER A PENALTY FOR LATE PAYMENT OF 0.1% PER DAY OF DELAY CALCULATED ON THE TOTAL VALUE OF THE INVOICE.

NOTICE OF DEFECT
8. WRITTEN NOTICE OF ANY DEFECT OF THE PRODUCT, AND SATISFACTORY PROOF, MUST BE GIVEN BY THE BUYER TO «BELARDI FOOD TRADING S.A.M.» NO LATER THAN FIVE BUSINESS DAYS AFTER THE DATE THE PRODUCT IS RELEASED OF THE PORT OF DISCHARGE. IF THE BUYER DOES NOT PROVIDE NOTICE OF A DEFECT WITHIN THE FIVE DAY PERIOD, THE PRODUCT SHALL BE DEEMED TO BE (I) FREE FROM DEFECT, (II) OF GOOD AND MERCHANTABLE QUALITY AND (III) FIT FOR THE PURPOSE FOR WHICH THE PRODUCT WOULD NORMALLY BE USED.
9. CLAIMS ON DEFECT OF THE PRODUCT ARE RECEIVABLE ONLY WHEN THE BUYER IS RESPECTING PAYMENT TERMS AS PER THE CONTRACT.
10. A NOTICE OF DEFECT DOES NOT RELEASE THE BUYER FROM THE PAYMENT.

OBLIGATIONS FOR THE GOODS DELIVERED.

CARGO INSURANCE
11. IT IS UNDERSTOOD AND AGREED THAT IF CARGO INSURANCE IS PROVIDED BY BELARDI FOOD TRADING, IT WILL TERMINATE ON THE EXPIRY OF 7 DAYS FROM THE DATE OF ARRIVAL OF THE GOODS AT THE PORT OF DISCHARGE. IF AN EXTENSION TO THIS INSURANCE IS REQUIRED, «BELARDI FOOD TRADING S.A.M.» MUST BE NOTIFIED IN WRITING PRIOR TO THE 7TH DAY.
RIGHTS OF «BELARDI FOOD TRADING S.A.M.» TO TERMINATE
12. «BELARDI FOOD TRADING S.A.M.» MAY IMMEDIATELY TERMINATE THE SALE OF PRODUCT TO THE BUYER BY GIVING NOTICE OF TERMINATION TO THE BUYER (WHICH NOTICE SHALL BE IMMEDIATELY EFFECTIVE):
(a) IF THE BUYER FAILS TO PAY, WHEN DUE, ANY AMOUNT PAYABLE TO BELARDI FOOD TRADING;
(b) IF THE BUYER FAILS TO OBSERVE OR COMPLY WITH ANYTHING REQUIRED TO BE DONE BY THE BUYER UNDER THE AGREEMENT; OR
(c) IF THE BUYER BECOMES BANKRUPT, INSOLVENT OR MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR THE BUYER IS UNABLE TO MEET ITS OBLIGATIONS AS THEY BECOME DUE.

APPLICABLE LAW AND CLAIMS
13. THIS CONTRACT IS GOVERNED BY THE LAWS OF THE PRINCIPALITY OF MONACO (MC). UNLESS AN AMICABLE SETTLEMENT IS FOUND, CLAIMS SHALL BE SETTLED BY THE TRIBUNAL OF MONACO (MC).

LIMIT OF BELARDI FOOD TRADING’S LIABILITY
14. IN NO EVENT SHALL «BELARDI FOOD TRADING S.A.M.» BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF ANTICIPATED PROFITS, LOSS OF TIME, OR ANY OTHER LOSSES INCURRED BY THE BUYER IN RESPECT OF, RELATED TO, OR ARISING OUT OF THE PURCHASE OF THE PRODUCT.

RIGHT OF SET-OFF
15. «BELARDI FOOD TRADING S.A.M.» IS AUTHORIZED TO THE FULLEST EXTENT PERMITTED BY LAW, TO SET-OFF
AND APPLY ANY AMOUNT OWED TO IT FROM THE BUYER UNDER ANY AGREEMENT OR ARRANGEMENT, AGAINST ANY AMOUNT WHICH IT OWES TO THE BUYER.

FORCE MAJEURE
16.THE FORCE MAJEURE CLAUSE AS STATED BY THE INTERNATIONAL CHAMBER OF COMMERCE (ICC) IS AN INTEGRAL PART OF THE PRESENT CONTRACT.