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  1. Morgan Thorpe SA – General Terms and Conditions of Sale
    Oct 22, 2024
    Morgan Thorpe SA, Avenue Louise 143/4, B-1050 Brussels, Belgium · Enterprise number (BCE/KBO) 0466.129.837 · VAT BE 0466.129.837 · Bank: ING, IBAN BE52 3101 2722 7209, BIC BBRUBEBB · 
    Article 1 – Definitions and scope
    1.1 In these General Terms and Conditions of Sale (the "Terms"): "Seller" means Morgan Thorpe SA, Avenue Louise 143/4, B-1050 Brussels, Belgium, enterprise number 0466.129.837; "Buyer" means any company, legal entity or professional that orders Products from the Seller; "Products" means the food, feed, food supplement, nutraceutical and related ingredients, additives, premixes and raw materials supplied by the Seller; "Contract" means any agreement for the sale of Products formed under Article 2; "Specification" means the Seller's product specification or technical data sheet in force on the date of the order confirmation.
    1.2 These Terms apply to all quotations, offers, order confirmations, deliveries and invoices of the Seller, for deliveries in Belgium, elsewhere in the European Union and outside the European Union. They apply exclusively to transactions between enterprises and do not apply to consumers.
    1.3 Any general or specific terms of the Buyer, including purchase conditions referred to in its orders, are expressly excluded, even if the Seller does not object to them or accepts or performs an order, unless the Seller has accepted them in writing. Performance of an order never implies acceptance of the Buyer's terms.
    1.4 Derogations from these Terms are valid only if agreed in writing by an authorised representative of the Seller and apply only to the Contract for which they were agreed. In case of conflict, the following order of precedence applies: (i) the signed framework or supply agreement, if any; (ii) the Seller's order confirmation; (iii) the Specification; (iv) these Terms; (v) the Incoterms® rule agreed.
    1.5 By placing an order, the Buyer confirms that it has read and accepted these Terms, which are also available at [website URL] and are sent on request.
    Article 2 – Quotations, orders and formation of contract
    2.1 Quotations and price lists are without commitment and valid for [7] days unless stated otherwise. Samples, catalogues and data sheets are indicative only.
    2.2 A Contract is formed only when the Seller sends a written order confirmation (including by e-mail or EDI) or when the Seller delivers the Products, whichever comes first. The order confirmation determines the content of the Contract; the Buyer must report any discrepancy within [2] working days of receipt, failing which the confirmation is deemed accepted.
    2.3 Orders may only be cancelled or changed with the Seller's written consent. If the Seller agrees, the Buyer shall bear all costs incurred and losses suffered, including costs of Products specifically sourced, packed or labelled for the Buyer, plus a cancellation fee of [10]% of the price of the cancelled order.
    2.4 For call-off or framework contracts, the Buyer must call off the full contracted quantity within the agreed period. Quantities not called off at the end of the period may, at the Seller's choice, be invoiced and stored at the Buyer's risk and cost, or be cancelled against payment of the price difference and costs referred to in Article 2.3.
    2.5 The Seller may make delivery subject to satisfactory credit insurance cover, a prepayment, a bank guarantee or a documentary letter of credit, in particular for first orders and for Buyers established outside the EU.
    2.6 Quantities delivered may deviate by ±[5]% (bulk: ±[10]%) from the quantity ordered; the price is adjusted to the quantity actually delivered.
    Article 3 – Prices
    3.1 Prices are stated in euro (or another currency stated in the order confirmation), net, exclusive of VAT, excise duties, customs duties, import taxes, environmental levies, packaging deposits and bank charges, all of which are borne by the Buyer. Unless stated otherwise, prices are [FCA Seller's warehouse, Incoterms® 2020].
    3.2 Prices are based on raw material, energy, freight, packaging, currency and duty costs on the date of the order confirmation. If any of these costs increases by more than [5]% before delivery, or if new taxes, duties, tariffs or levies are introduced, the Seller may adjust the price accordingly. The Seller will notify the adjustment in writing; if the increase exceeds [10]%, the Buyer may cancel the affected undelivered quantities within [3] working days of the notification, without compensation on either side.
    3.3 Small orders below [EUR 500] net may be subject to a handling fee of [EUR 50]. Special packaging, labelling, analyses, certificates (other than the standard certificate of analysis), legalisation of documents and storage beyond [14] days after the agreed collection date are invoiced separately.
    3.4 For exports, the Buyer is responsible for providing correct import, VAT and customs information. Where an intra-EU supply is VAT-exempt, the Buyer shall provide a valid VAT number and, within [10] days, the evidence of transport required under Article 45a of Implementing Regulation (EU) No 282/2011; failing this, the Seller may invoice Belgian VAT, which the Buyer shall pay.
    Article 4 – Delivery, Incoterms and transfer of risk
    4.1 Delivery terms are interpreted in accordance with the Incoterms® 2020 (or the latest version in force at the date of the Contract) published by the International Chamber of Commerce. Unless otherwise agreed, delivery takes place [FCA Seller's warehouse, [city], Belgium]. Risk passes to the Buyer in accordance with the agreed Incoterms® rule.
    4.2 Delivery dates are indicative and given in good faith. Late delivery does not entitle the Buyer to cancel the Contract, refuse the Products or claim damages, unless the delay exceeds [60] days and the Buyer has first given written notice granting a reasonable additional period of at least [15] days. In that case the Buyer may cancel the undelivered part only, to the exclusion of any compensation, except in case of the Seller's intentional or gross fault.
    4.3 The Seller may make partial deliveries, each of which may be invoiced separately.
    4.4 If the Buyer fails to take delivery or collect the Products on the agreed date, the Products are stored at the Buyer's risk and cost (storage fee of [EUR x] per pallet per week), and the Seller may invoice them as if delivered. If the Products are not collected within [30] days of written notice, the Seller may resell them, without prejudice to its claim for the price difference, costs and damages.
    4.5 For Products sold under an Incoterms® rule where the Buyer arranges carriage, the Buyer shall ensure that vehicles and containers are clean, suitable and, where required, compliant with Regulation (EC) No 852/2004, Regulation (EC) No 183/2005 and applicable bulk-transport or GMP+/FAMI-QS/QS requirements (including prior-cargo rules for bulk feed transport). The Seller may refuse loading into unsuitable means of transport without liability.
    4.6 Pallets, IBCs, containers and other returnable packaging remain the property of the Seller unless invoiced; if not returned clean and undamaged within [60] days, they will be invoiced at replacement value.
    Article 5 – Specifications, quality and regulatory compliance
    5.1 The Products conform to the Specification and, at the time of delivery, to the EU legislation applicable to them as food, feed or food-supplement ingredients, in particular Regulation (EC) No 178/2002 (General Food Law), and, as relevant, Regulations (EC) No 852/2004, 183/2005, 767/2009, 1831/2003, 1333/2008, 1829/2003 and 1830/2003, (EU) 2015/2283 and (EU) 2023/915, and Directive 2002/32/EC. The Seller holds the registrations and authorisations required by the Belgian Federal Agency for the Safety of the Food Chain (FASFC/FAVV/AFSCA).
    5.2 Each Product is sold for the use(s) stated in the Specification (food, feed, or both). The Buyer shall not use a Product for a use for which it is not designated (for example, feed-grade material in food, or a technical grade in either).
    5.3 The Seller gives no warranty that the Products are fit for a particular purpose or recipe, or that they comply with the laws of any country outside the EU, unless agreed in writing. The Buyer is solely responsible for: (i) the suitability of the Products for its intended use and processes; (ii) the compliance of its finished products, including dosage, labelling, allergen declaration (Regulation (EU) No 1169/2011), nutrition and health claims (Regulation (EC) No 1924/2006), food-supplement rules (Directive 2002/46/EC and national law) and novel-food status in the final application; and (iii) import, registration, labelling and marketing requirements in the country of destination.
    5.4 Technical advice, recipes and application information are given without commitment and do not release the Buyer from its own verification.
    5.5 Certificates (organic, halal, kosher, non-GMO, GMP+, FAMI-QS, FSSC 22000, etc.) apply only where stated on the order confirmation and certificate of analysis. Natural variations in colour, taste, odour, particle size or composition within the Specification are not defects.
    5.6 The Seller may change the origin, supplier or production process of a Product without notice, provided that the Product continues to meet the Specification. Changes affecting the Specification, allergen status or GMO status will be notified in advance where reasonably possible.
    5.7 The Buyer shall store and handle the Products in accordance with the Specification and labelling, and shall not use Products after their best-before or retest date.
    Article 6 – Inspection, complaints and returns
    6.1 The Buyer shall inspect the Products immediately upon delivery. Shortages, visible damage to packaging and visible defects must be recorded on the delivery note or CMR and notified to the Seller in writing within [2] working days of delivery, with photographs and batch numbers.
    6.2 Hidden defects must be notified in writing within [10] working days of their discovery, Notification must be made before the Products are processed, mixed or resold, unless the defect could only be discovered through processing.
    6.3 Any complaint must state the invoice and batch number and describe the defect. The Buyer shall keep the Products concerned available, properly stored and segregated, for inspection by the Seller or an independent surveyor. In case of disagreement on quality, the result of an analysis by an independent ISO 17025-accredited laboratory, carried out on the Seller's retained reference sample (or on a sample drawn jointly), is binding on both parties; its cost is borne by the party proven wrong.
    6.4 Use, processing or resale of Products after discovery of a defect, or failure to notify within the above periods, constitutes acceptance and extinguishes all claims relating to that defect. Complaints do not suspend the Buyer's payment obligation for undisputed amounts or other deliveries.
    6.5 Products may only be returned with the Seller's prior written consent and in accordance with its instructions. Products returned without consent are stored at the Buyer's risk and cost. For food- and feed-safety reasons, Products that have left the Buyer's control or whose integrity cannot be guaranteed will not be taken back.
    Article 7 – Payment terms
    7.1 Unless otherwise stated on the invoice or order confirmation, invoices are payable at the Seller's registered office, in full and without any deduction, discount or set-off, within [30] calendar days of the invoice date, by bank transfer to the Seller's account with ING, IBAN BE52 3101 2722 7209, BIC BBRUBEBB , quoting the invoice number. In accordance with the Law of 2 August 2002, any agreed payment term shall not exceed 60 calendar days, unless expressly agreed otherwise in writing and not grossly unfair to the Seller.
    7.2 For first orders, for Buyers outside the EU, or where the Buyer's credit insurance limit is insufficient, the Seller may require prepayment, cash against documents, an irrevocable documentary letter of credit confirmed by a first-class bank acceptable to the Seller (subject to the ICC UCP 600), or a bank guarantee.
    7.3 Payment is deemed made only when the full amount has been irrevocably credited to the Seller's account. All bank charges, including those of correspondent and intermediary banks, are borne by the Buyer. Exchange-rate risk for payments in a currency other than the invoiced currency is borne by the Buyer.
    7.4 Payments are first allocated to costs, then to interest and indemnities, and then to the principal of the oldest outstanding invoices, regardless of any other allocation indicated by the Buyer.
    7.5 Any dispute concerning an invoice must be notified in writing, with reasons, within [8] working days of the invoice date. After this period, the invoice is deemed accepted, without prejudice to Article 6 for hidden defects.
    7.6 The Buyer may not set off amounts it claims from the Seller against invoices, nor withhold payment because of a complaint, unless its counterclaim has been acknowledged in writing by the Seller or established by a final court decision. The Seller may set off any amount it owes the Buyer against amounts owed by the Buyer or its affiliated companies.
    7.7 The Seller may, at its discretion, send invoices electronically (e-mail, Peppol or other e-invoicing network), in accordance with applicable e-invoicing requirements.
    Article 8 – Late payment: interest, indemnity and recovery costs
    8.1 Late-payment interest. Any amount not paid on its due date shall, automatically and without prior notice of default, bear interest from the day following the due date until full payment, at the interest rate referred to in Article 5 of the Belgian Law of 2 August 2002 on combating late payment in commercial transactions (the European Central Bank's reference rate plus eight percentage points, published each half-year in the Belgian Official Gazette) [or, if higher, at a contractual rate of [10]% per year]. Interest is calculated per day on the basis of a 365-day year.
    8.2 Fixed compensation for recovery costs. In addition, the Buyer shall automatically and without prior notice owe a fixed compensation of EUR 80 per unpaid invoice, in accordance with Article 6 of the Law of 2 August 2002.
    8.3 Lump-sum indemnity. Furthermore, as a contractually agreed lump-sum indemnity for the administrative, organisational and extrajudicial costs and the commercial damage caused by late payment, the Buyer shall owe, by operation of law and without notice of default, [10]% of the unpaid amount, with a minimum of EUR [125] per invoice [and a maximum of EUR [5,000] per invoice]. The fixed compensation under Article 8.2 is deducted from this indemnity. The Seller remains entitled to claim compensation for higher recovery costs actually incurred (including lawyers' and collection agencies' fees) upon proof, as well as the procedural indemnity and court costs awarded by the court.
    8.4 Acceleration. Non-payment of any invoice on its due date, a dishonoured payment, or any of the events listed in Article 15.2 makes all other invoices of the Buyer immediately due and payable, even if not yet due, and cancels any discounts, rebates or extended payment terms granted.
    8.5 Suspension and security. In case of late payment, the Seller may, after written notice, suspend or cancel all pending deliveries and orders until full payment of all amounts due (including interest, compensation and indemnities), and may make any further delivery conditional on prepayment or adequate security, without the Buyer being entitled to any compensation. If late payment persists [15] days after a written notice of default, the Seller may terminate the Contract in accordance with Article 15, without prejudice to its claim for damages.
    8.6 Reciprocity. If the Seller fails to pay an amount it owes to the Buyer under the Contract (such as an acknowledged credit note) on its due date, the Seller shall owe the Buyer interest and compensation on the same basis as Articles 8.1 to 8.3, mutatis mutandis.
    8.7 Articles 8.1 to 8.3 are cumulative, as they compensate distinct damage (loss of use of funds, and costs of recovery and administration). Nothing in this Article limits the Seller's other rights under these Terms or under the law, including retention of title (Article 9).
    Article 9 – Retention of title
    9.1 The Products remain the property of the Seller until full payment of the price and of all related interest, compensation, indemnities and costs, even if the Products have already been delivered and the risk has passed. The Buyer expressly accepts this clause, which has been agreed in writing no later than the time of delivery.
    9.2 Until full payment, the Buyer shall store the Products separately and identifiably as the Seller's property, keep them insured against loss and damage, and may not pledge them or grant any security interest over them. The Buyer may process or resell the Products only in the ordinary course of its business; in that case its claims against its customers, and any insurance indemnities, are transferred to the Seller up to the amount owed, by way of real subrogation as permitted by law.
    9.3 The Buyer shall immediately inform the Seller of any seizure or claim by a third party, and of any insolvency or restructuring procedure, and shall inform the relevant officer of the Seller's ownership. In case of non-payment, the Seller may reclaim the Products, and the Buyer hereby authorises the Seller to access its premises for this purpose. Costs of recovery are borne by the Buyer.
    9.4 Where the Products are located outside Belgium and the law of that country does not recognise retention of title in the above form, the Buyer shall cooperate in taking the steps required to create an equivalent security interest (including any registration).
    Article 10 – Warranty and limitation of liability
    10.1 If a complaint is duly notified and found justified, the Seller shall, at its option, replace the non-conforming Products, deliver the missing quantity, or credit or refund the price of the non-conforming Products, against return or destruction of those Products as instructed by the Seller. These remedies are exclusive and replace any other warranty or remedy, including those of Articles 1641 et seq. of the former Civil Code, to the extent permitted by law.
    10.2 The Seller is not liable for indirect or consequential loss, including loss of profit, revenue, production, contracts, goodwill or data, damage to the Buyer's finished products into which the Products have been incorporated (except to the extent caused directly by a non-conformity of the Products), recall costs not covered by Article 11, or claims of third parties.
    10.3 The Seller's total liability per event or series of related events, on any legal basis, is limited to the invoiced net value of the Products concerned [or, if higher, the amount actually paid out by the Seller's liability insurer for that event].
    10.4 The limitations in this Article do not apply in case of fraud, intentional fault or gross fault of the Seller or its agents, death or personal injury caused by the Seller's fault, or liability that cannot be excluded under mandatory law, including the Belgian Law of 25 February 1991 on product liability (as amended, including any transposition of Directive (EU) 2024/2853).
    10.5 Any claim against the Seller is time-barred if not brought before the competent court within one year of delivery, except where a longer mandatory limitation period applies.
    10.6 The Buyer shall indemnify the Seller against all claims, fines and costs resulting from (i) use of the Products contrary to the Specification, Article 5.2 or Article 5.7, (ii) the Buyer's finished products, labelling or claims, or (iii) breach of import or destination-country requirements.
    Article 11 – Traceability, withdrawals and recalls
    11.1 In accordance with Article 18 of Regulation (EC) No 178/2002, each party shall keep records enabling it to identify its suppliers and customers of the Products by batch number, for at least [5] years or the longer period required by law, and make them available to the other party and the competent authorities without delay.
    11.2 If either party has reason to believe that Products are unsafe or not in compliance with food or feed law, it shall inform the other party immediately (within [24] hours), and the parties shall cooperate in good faith on any withdrawal, recall or notification to the FASFC/FAVV/AFSCA or other competent authority, including through the RASFF system. Neither party shall make public statements about the other party's role without prior consultation, except where required by law.
    11.3 The reasonable, documented direct costs of a withdrawal or recall are borne by the party whose breach caused it. Where the recall is caused by a non-conformity of the Products attributable to the Seller, the Seller's liability is subject to Article 10.3 and 10.4.
    Article 12 – Force majeure and hardship
    12.1 The Seller is not liable for failure or delay in performance caused by events beyond its reasonable control, including: crop failure, poor harvests, animal or plant disease outbreaks, natural disasters, extreme weather, epidemics, war, terrorism, riots, strikes and lockouts (including at suppliers or carriers), shortages or allocation of raw materials, energy or transport, port congestion, breakdown of machinery, cyberattacks, failure of suppliers, government measures (including export bans, sanctions, tariffs, quotas and regulatory changes), and delays at customs or borders.
    12.2 During force majeure, the Seller's obligations are suspended. The Seller may allocate available quantities among its customers fairly. If force majeure lasts more than [60] days, either party may terminate the affected part of the Contract by written notice, without compensation.
    12.3 If unforeseeable circumstances make performance excessively onerous for the Seller, the Seller may request renegotiation of the Contract in accordance with Article 5.74 of the Civil Code. Failing agreement within [30] days, either party may terminate the affected part of the Contract by written notice, without compensation.
    Article 13 – Export control, sanctions and anti-corruption
    13.1 The Buyer shall comply with all applicable export-control, customs and sanctions laws of the EU, its Member States, the United Nations and, where applicable, the United Kingdom and the United States. The Buyer shall not sell, export or re-export the Products, directly or indirectly, to any person, entity or country subject to such sanctions, or for any prohibited end use.
    13.2 Where required by Article 12g of Council Regulation (EU) No 833/2014 or similar provisions, the Buyer undertakes not to sell, export or re-export the Products, directly or indirectly, to the Russian Federation or for use in the Russian Federation [or to Belarus]. Breach of this undertaking is a material breach entitling the Seller to terminate the Contract immediately and to claim damages, including a lump-sum penalty of [the value of the Products concerned].
    13.3 The Seller may suspend or refuse any delivery, without liability, if it reasonably believes that performance would breach any sanctions or export-control law or expose it to sanctions risk. The Buyer shall provide end-user and end-use information on request.
    13.4 Each party shall comply with applicable anti-bribery and anti-money-laundering laws and shall not offer, give or accept any improper payment or advantage in connection with the Contract.
    Article 14 – Confidentiality, intellectual property and data protection
    14.1 The Buyer shall keep confidential all Specifications, formulations, prices, supplier and origin information and other non-public information received from the Seller, and use it only for the performance of the Contract, during the Contract and for [3] years after.
    14.2 All intellectual property rights in the Seller's trademarks, documents, formulations, labels and technical information remain with the Seller or its suppliers. No licence is granted except the right to use and resell the Products. The Buyer shall not use the Seller's or its suppliers' brand names in marketing or labelling without prior written consent.
    14.3 Each party processes personal data of the other party's contacts in accordance with Regulation (EU) 2016/679 (GDPR) and the Belgian Law of 30 July 2018, solely for managing the business relationship, invoicing, credit management and legal compliance. The Seller's privacy notice is available at [URL]. Personal data may be shared with credit insurers, debt collectors, carriers and authorities where necessary.
    Article 15 – Suspension and termination
    15.1 If the Buyer fails to perform any material obligation (including payment) and does not remedy the failure within [15] days of a written notice of default, the Seller may, without court intervention and in accordance with Articles 5.93 and 5.94 of the Civil Code, suspend performance and/or terminate all or part of the Contract by written notice.
    15.2 The Seller may also suspend performance or terminate the Contract with immediate effect by written notice if the Buyer: (i) stops payments, is declared bankrupt or enters a judicial reorganisation, insolvency or similar procedure, to the extent permitted by mandatory insolvency law; (ii) suffers a significant deterioration of its creditworthiness, including a reduction or cancellation of its credit-insurance limit; (iii) is subject to seizure of a substantial part of its assets; (iv) breaches Article 13; or (v) undergoes a change of control in favour of a competitor of the Seller or a sanctioned person.
    15.3 On termination attributable to the Buyer, all amounts owed become immediately payable, and the Buyer shall compensate the Seller for its loss, which is fixed at a lump sum of [20]% of the price of the undelivered Products, without prejudice to the Seller's right to prove higher damage.
    Article 16 – Miscellaneous
    16.1 The Buyer may not assign or transfer the Contract or any rights under it without the Seller's prior written consent. The Seller may assign its receivables to a factoring company, credit insurer or financial institution.
    16.2 If any provision of these Terms is held invalid or unenforceable, the other provisions remain in force, and the invalid provision shall be replaced by a valid provision coming as close as possible to its economic purpose.
    16.3 Failure or delay by the Seller in exercising any right does not constitute a waiver of that right.
    16.4 Written notices may be given by e-mail to the addresses used in the course of the business relationship, except notices of default and termination, which shall be sent by registered letter or by e-mail with acknowledgement of receipt.
    16.5 These Terms are available in [English, French and Dutch]. In case of discrepancy, the [English] version prevails.
    16.6 The Seller may amend these Terms. Amended Terms apply to Contracts formed after they have been communicated to the Buyer or published at [URL].
    Article 17 – Governing law and dispute resolution
    17.1 These Terms and all Contracts are governed by Belgian law. The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 11 April 1980) is [excluded / applicable only to matters not regulated by these Terms].
    17.2 Buyers established in the EU, Iceland, Norway or Switzerland: all disputes shall be submitted exclusively to the competent courts of Brussels, Belgium. The Seller may nevertheless bring proceedings before the courts of the Buyer's domicile, in particular for the recovery of unpaid invoices, including through the European order for payment procedure (Regulation (EC) No 1896/2006) or the Belgian summary procedure for undisputed debts.
    17.3 Buyers established outside the EU, Iceland, Norway and Switzerland: all disputes shall be finally settled under the Rules of Arbitration of CEPANI (Belgian Centre for Arbitration and Mediation) by [one] arbitrator appointed in accordance with those Rules. The seat of arbitration is Brussels, and the language of the arbitration is English. The Seller may, at its option, instead bring proceedings for payment before the competent courts of the Buyer's domicile or of the place where the Buyer has assets.




    Morgan Thorpe SA · Avenue Louise 143/4 · B-1050 Brussels · Belgium
    Enterprise number (BCE/KBO) 0466.129.837 · RPM/RPR Brussels · VAT BE 0466.129.837
    Bank: ING Belgium · IBAN BE52 3101 2722 7209 · BIC BBRUBEBB