SILAS EXPORT B.V.

General Terms and Conditions of Sale

Version May 2026

← Back to home
FR EN NL ES PT

ARTICLE 1. | DEFINITIONS

1.1 Silas Export B.V.: the user of these General Terms and Conditions of Sale, Silas Export B.V., having its registered office in Zaandam (Zeemansstraat 83-B, 1506 CT Zaandam, the Netherlands), registered in the Trade Register under Chamber of Commerce number 60947500.

1.2 Buyer: the counterparty of Silas Export B.V. acting as buyer of the goods within the framework of the Agreement.

1.3 Agreement: any agreement concluded between Silas Export B.V. and the Buyer, by which the Buyer undertakes to purchase goods.

1.4 In writing: both traditional written communication and communication by e-mail.

ARTICLE 2. | GENERAL PROVISIONS

2.1 These general terms and conditions of sale apply to, and form an integral and inseparable part of, all Agreements concluded by Silas Export B.V., unless expressly derogated from.

2.2 It is established between Silas Export B.V. and the Buyer that, once an agreement has been concluded under the applicability of these general terms and conditions of sale, they shall also apply to subsequent Agreements to be concluded and to offers yet to be made to this Buyer. These general terms and conditions of sale also apply for the benefit of third parties engaged by Silas Export B.V. in the context of the performance of the Agreement.

2.3 The applicability of the Buyer's terms and conditions, however named and in whatever manner communicated to Silas Export B.V., is hereby expressly rejected.

2.4 In the event of any discrepancy between the Dutch text of these general terms and conditions of sale and any translation thereof, the Dutch text shall prevail.

2.5 The existence of contractual clauses derogating from certain provisions of these general terms and conditions of sale shall not affect the other provisions or the parts to which no derogation has been made.

2.6 The lawful invalidation of any provision (in whole or in part) of these general terms and conditions of sale shall not affect the validity of the other provisions or of the non-invalidated part.

ARTICLE 3. | FORMATION OF THE AGREEMENT

3.1 All offers, price lists, quotations and information provided by Silas Export B.V. are without obligation. Silas Export B.V. has the right to revoke or modify an offer on the very day of receipt of the acceptance.

3.2 An Agreement is only definitively concluded with Silas Export B.V. if both of the following conditions are met:

(1) a written offer from Silas Export B.V. has been confirmed by the Buyer in writing or orally;

(2) the agreed advance payment has been received by Silas Export B.V. from the Buyer in accordance with article 6.2.

3.3 Silas Export B.V. shall not be obliged to honour an Agreement at a stated price that is the result of a printing or typographical error.

ARTICLE 4. | DELIVERY

4.1 Delivery times are to be regarded as indicative only, unless the contrary is expressly agreed. If the Buyer believes that there is late delivery, Silas Export B.V. must — before being in default — be given written notice of default, granting Silas Export B.V. a reasonable period to be determined by mutual consultation in which to deliver the sold goods.

4.2 Silas Export B.V. has the right to deliver the sold goods in parts.

4.3 Where it has been agreed that the quantity sold shall be delivered over a certain period, the Buyer shall, as far as possible, call for the goods and take delivery in regular, equal or virtually equal quantities throughout that period. The Buyer shall observe a minimum period of three working days for each delivery and call. If the Buyer fails to comply with these obligations to call for and take delivery, Silas Export B.V. shall be entitled to terminate the Agreement, insofar as it has not been performed, without any notice of default being required.

4.4 The Buyer is obliged towards Silas Export B.V. to take immediate delivery of the purchased goods at the moment they are tendered to him for delivery at the agreed place and time.

4.5 The products to be delivered by Silas Export B.V. are perishable, and their shelf life largely depends on the manner of storage, over which Silas Export B.V. has no control after delivery. The Buyer shall therefore, upon delivery, immediately inspect (or have inspected) the products tendered for delivery in order to ascertain whether, in his opinion, they meet the agreed specifications and quality.

4.6 All Agreements concerning the delivery of goods are subject to the normal availability from the usual suppliers of Silas Export B.V. If, due to a circumstance not attributable to Silas Export B.V. — including the rejection of products by competent authorities — fewer products are available than could reasonably have been expected on the basis of objective data at the time of conclusion of the Agreement by Silas Export B.V., Silas Export B.V. shall have the right to reduce proportionately the quantities sold by Silas Export B.V.

4.7 By delivery of such reduced quantities, Silas Export B.V. shall fully comply with its delivery obligations. In such case, Silas Export B.V. is not obliged to deliver replacement products and is also not liable for any damage whatsoever.

4.8 Any complaint by the Buyer regarding the quality and quantity of the goods delivered may only be made during delivery of the goods, i.e. before or during their loading onto the means of transport made available by the Buyer or, in the case of franco delivery, before their unloading, and in the case of sale involving sea or inland waterway transport, before their loading onto the first carrying vessel.

4.9 The Buyer is barred from making a complaint once he has taken delivery of the goods, i.e. once they have been loaded onto his means of transport or, in the case of franco delivery, unloaded at the destination indicated by him. In the case of sale involving sea or inland waterway transport, the Buyer is barred from making a complaint after three working days from the date of delivery according to the agreed delivery conditions.

4.10 A Buyer who, on grounds of alleged poor quality, refuses to take delivery of the goods delivered by Silas Export B.V., is obliged to notify Silas Export B.V. immediately and in any event within six hours of refusal, by e-mail. Should Silas Export B.V. reject the complaint, the Buyer is required, on pain of forfeiture of his rights, to have an independent expert assessment carried out without delay — i.e. within twelve hours — by VERITAS, SGS, or Cotecna, and to invite Silas Export B.V. to a counter-assessment. In such a case, Silas Export B.V. requires that the expert report drawn up by VERITAS, SGS, or Cotecna be received within five days of the refusal, together with a printout of the temperature recorders of the containers concerned. An expert report drawn up by an inspection bureau other than VERITAS, SGS, or Cotecna shall not be recognised by Silas Export B.V. and shall therefore be rejected.

4.11 For food products, where Silas Export B.V. has sold and delivered such goods accompanied by a health and/or quality certificate (such as a phytosanitary certificate) issued by the competent authorities, agencies or expert bureaus of the country of shipment, the content of the health and/or quality certificate shall, except for proof to the contrary to be provided by the Buyer, be decisive as to whether or not the agreed quality requirements have been met.

4.12 Silas Export B.V. is entitled, but not obliged, to replace goods rightfully refused with other goods. If Silas Export B.V. does not proceed to replacement, it may deduct the refused quantity from the quantity sold.

4.13 If the Buyer wrongfully refuses to take delivery of the goods tendered, Silas Export B.V. is entitled, even in the case of a partial delivery, to terminate the Agreement insofar as it has not been performed, without any notice of default being required.

4.14 Should Silas Export B.V. terminate the Agreement on any of the above grounds or refuse further delivery, Silas Export B.V. shall notify the Buyer by e-mail or by letter, without any further formality being required.

4.15 The damage suffered or to be suffered by Silas Export B.V. as a result of the Buyer's failure to take (full) delivery of the goods sold by Silas Export B.V. shall be fully compensated to Silas Export B.V. In any case, this compensation shall be the difference between the price agreed with the Buyer and the market price at the time of non-performance.

4.16 A Buyer in default of his obligations is liable for damages by the mere fact of his failure to take delivery (in time) of the goods.

ARTICLE 5. | RETENTION OF TITLE

5.1 All products delivered in performance of this Agreement shall remain the property of Silas Export B.V. until the purchase price, with all charges relating thereto, has been paid in full and Silas Export B.V. has no further claim against the Buyer on any other ground.

5.2 If the goods delivered by Silas Export B.V. are no longer present in their original form and/or packaging, or if they have been processed into other products, an undisclosed pledge shall be established in favour of Silas Export B.V. with respect to those goods, which shall remain in force until everything that Silas Export B.V. is owed by the Buyer on any account whatsoever has been paid in full.

5.3 In the event of late payment by the Buyer, application or grant of suspension of payment to the Buyer, or application or declaration of bankruptcy of the Buyer, Silas Export B.V. shall be entitled to repossess its goods and, for that purpose, to enter the premises and buildings of the Buyer.

ARTICLE 6. | PRICES AND PAYMENT

6.1 All prices of Silas Export B.V. are stated in euros, exclusive of VAT, unless expressly agreed otherwise in writing.

6.2 Only the actual receipt of the full amount due in one of Silas Export B.V.'s bank accounts shall constitute discharging payment, namely:

The sending of a SWIFT payment code to Silas Export B.V. shall not constitute proof of payment for Silas Export B.V.

6.3 Unless expressly agreed otherwise, the full amount owed by the Buyer to Silas Export B.V. shall be received no later than one week before delivery, in accordance with article 6.2.

6.4 Where a payment arrangement other than that set out in article 6.3 has been agreed, invoices from Silas Export B.V. shall always be paid within 14 days of the invoice date.

6.5 For all payments by the Buyer to Silas Export B.V., the invoice amount, without any deduction of costs, must be received by Silas Export B.V. in its bank account by the due date. Failure to pay within this or any further agreed term shall give rise, at the Buyer's expense, to interest of 1% per month from the due date, owed to Silas Export B.V., any period of less than one month being counted as a full month, without any prior notice of default being required.

6.6 If the Buyer is in default vis-à-vis Silas Export B.V. with regard to the performance of an existing payment obligation, the Buyer shall be liable to Silas Export B.V. for all extrajudicial costs with a minimum of EUR 50.00. Extrajudicial costs are calculated on a flat-rate basis according to the following scale:

If the actual extrajudicial costs incurred are higher than the amounts calculated according to the above scale, the actual costs incurred shall be due.

6.7 Sums owed by the Buyer to Silas Export B.V. shall be paid without any right of suspension or set-off being asserted.

6.8 At all times, payments shall be applied first to those debts for which Silas Export B.V. cannot enforce the retention of title set out in article 5. Subject to this rule, payments shall always be applied first to all costs incurred, then to all interest due, and then to the oldest invoice in each case.

6.9 Notwithstanding any agreement made between Silas Export B.V. and the Buyer regarding payment terms, Silas Export B.V. shall be entitled to require the Buyer, before the date of delivery, to provide sufficient security for payment. If such security is not provided within the reasonable period set by Silas Export B.V., or if, in the sole judgment of Silas Export B.V., the security is insufficient, Silas Export B.V. shall be entitled, by written notice, to suspend the (further) performance of its obligations under the Agreement. In such case, Silas Export B.V. shall in no way be liable for any damage that may result from such suspension for the Buyer.

6.10 Any failure by the Buyer to pay the due amount of the purchase price within 48 hours of the demand sent by letter or e-mail shall entitle Silas Export B.V. to terminate the part of the Agreement that remains to be performed. In such case, Silas Export B.V. has the right to claim full compensation for the damage resulting from the Buyer's non-performance of his obligations.

ARTICLE 7. | PERFORMANCE AND LIABILITY

7.1 Silas Export B.V. shall not be liable for any damage unless the Buyer proves that the damage was caused by the fault or negligence of Silas Export B.V. or its subordinates.

7.2 In all cases, the liability of Silas Export B.V. shall be limited to the net invoice amount, i.e. the product price excluding transport costs and taxes, of the transaction giving rise to the damage. Under no circumstances shall Silas Export B.V. be liable for loss of profit, consequential damage and/or indirect damage.

7.3 The Buyer shall indemnify Silas Export B.V. against all third-party claims relating to the Agreement concluded by Silas Export B.V. with that Buyer, unless the Buyer demonstrates that the claims concerned are the direct consequence of acts or omissions of Silas Export B.V. committed either intentionally to cause such damage, or through recklessness in the knowledge that such damage would probably result.

7.4 Government measures restricting the import, transit or export of the goods sold or purchased, or financially penalising them, shall entitle Silas Export B.V. to terminate the contract for the part remaining to be performed, without Silas Export B.V. being liable to pay any compensation, or to require the Buyer to compensate the disadvantage resulting from such measures, before Silas Export B.V. proceeds with delivery.

ARTICLE 8. | FORCE MAJEURE

8.1 In the event of force majeure, Silas Export B.V. is entitled to suspend performance of its Agreements for the duration of the force majeure event. If the duration or severity of the force majeure so requires — at the sole discretion of Silas Export B.V. — Silas Export B.V. shall be entitled to terminate the Agreement, insofar as it has not yet been performed, without judicial intervention and without obligation to pay any compensation. In any event, where force majeure lasts more than one month, or it is foreseeable that it will last more than one month, each party shall have the right to terminate the Agreement without being entitled to any compensation. Any party invoking force majeure and the termination of the contract is required to notify the other party as soon as possible by registered letter.

8.2 Force majeure shall mean any particular circumstance which renders the performance of Silas Export B.V.'s delivery obligation impossible or so onerous that performance cannot reasonably be required of Silas Export B.V., such as war, mobilisation, strike, labour unrest, revolution, riots, uprisings, terrorist attacks, pandemics or health epidemics as well as related government measures, storms, ice formation, floods, disruptions in the supply of electricity or water, business fires, business stagnation due to machine breakdown or difficulties in the energy supply, traffic obstacles (including port blockades and disruptions to maritime transport), total or partial crop failure, abnormal drought or persistent rain, plant diseases, pest infestations, default by suppliers, sanctions or trade embargoes, etc.

ARTICLE 9. | INTELLECTUAL PROPERTY

9.1 Silas Export B.V. expressly reserves any rights of intellectual and/or industrial property (trademarks) relating to the goods sold and delivered by Silas Export B.V.

ARTICLE 10. | CONFIDENTIALITY

10.1 The Buyer is required to observe the strictest confidentiality with regard to all information he may obtain in connection with the Agreement or the performance thereof, including the nature, reason and outcome of the Agreement.

ARTICLE 11. | FINAL PROVISIONS

11.1 Dutch law alone shall apply to all Agreements.

11.2 The application of the Vienna Sales Convention (CISG) is excluded.

11.3 The Parties shall not resort to arbitration or to the courts until they have made every effort to settle the dispute amicably by mutual consultation.

11.4 If the parties fail to settle the dispute amicably by mutual consultation in light of the preceding provision, all disputes that may arise out of or in connection with the Agreements between Silas Export B.V. and the Buyer, or breaches thereof, the termination or validity thereof, shall be settled in accordance with the UNCITRAL Arbitration Rules in force at the date on which the arbitration proceedings are initiated. The Secretary-General of the Permanent Court of Arbitration shall act as appointing authority for the arbitrator. The International Bureau of the Permanent Court of Arbitration in The Hague shall provide administrative services.

(a) The number of arbitrators shall be one. (b) The place of arbitration shall be The Hague, the Netherlands. (c) The arbitration shall be conducted in the English language. (d) Dutch law shall apply to the arbitration proceedings.

11.5 Without prejudice to the provisions of the preceding paragraph, Silas Export B.V. shall be free to submit to the competent court of the place of the Buyer's establishment any claims for monetary debts due that the Buyer has not contested in writing within four weeks of the invoice date.

11.6 Where the Buyer is established in a country which is not a party to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, concluded in New York on 10 June 1958, Silas Export B.V. shall have the right to submit the settlement of the dispute between Silas Export B.V. and that Buyer to a competent state court, outside the arbitration clause, by way of derogation from the foregoing arbitration provision.

11.7 Should Silas Export B.V. prevail in arbitration or court proceedings, the Buyer shall bear all costs and expenses incurred by Silas Export B.V. in connection with such proceedings.

ARTICLE 12. | PROTECTION OF PERSONAL DATA (GDPR)

12.1 Silas Export B.V. processes the Buyer's personal data (in particular name, contact details and bank details) solely for the purpose of performing the Agreement, in accordance with the General Data Protection Regulation (GDPR — Regulation (EU) 2016/679, Dutch equivalent: AVG).

12.2 The legal basis for processing is the performance of the Agreement and compliance with the legal obligations to which Silas Export B.V. is subject (in particular tax and accounting obligations).

12.3 The data are kept for the legally required accounting retention period (seven years in the Netherlands) and are not transmitted to third parties, save for legal obligations or to the extent necessary for the performance of the Agreement (for example to carriers, banks or customs authorities).

12.4 The Buyer has the right of access, rectification, erasure, restriction of processing, and objection to the processing of his personal data, as well as the right to data portability. Any such request can be addressed to info@silasexport.nl.

12.5 The Buyer is also entitled to lodge a complaint with the Dutch Data Protection Authority (Autoriteit Persoonsgegevens, Postbus 93374, 2509 AJ The Hague, the Netherlands).