Terms and Conditions
General Terms and Conditions
Keurenplein 5
1069 CD AMSTERDAM
Registration number K. v.K. in Amsterdam: 341991290000
Tax no: NL8127.74.930. B01
(AS 134-08)
Article 1: Applicability, definitions
1. These conditions apply to all offers and to all agreements of purchase and sale of “Things for Drinks, established in Amsterdam, hereinafter referred to as “the user”.
2. The buyer or client will be referred to as “the other party” in the following. If a provision below specifically refers to the situation in which the other party is a natural person not acting in the exercise of a profession or business, it shall be referred to as “the consumer.”
3. Provisions which deviate from these terms and conditions shall only form part of the contract concluded between the parties if and insofar as the parties have expressly agreed so in writing.
4. In these general terms and conditions, “in writing” also means by e-mail, by fax or by any other means of communication which, in view of the state of the art and generally accepted views, can be equated with this.
5. In these general terms and conditions, “goods” means both perishable and perishable goods.
6. “Perishable goods“, in these general terms and conditions, shall mean fresh food products or other products that deteriorate in quality due to the passage of a relatively short period of time.
7. “Perishable goods“, in these general terms and conditions, means frozen food products or other food products with a relatively long shelf life as well as all other products that have no shelf life.
8. The possible inapplicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the remaining provisions.
9. The other party cannot rely on the fact that the general terms and conditions have not been handed over if the user has already handed over the same general terms and conditions to the other party several times and referred to them.
Article 2: Agreements
1. Verbal agreements bind the user only after they have been confirmed in writing by the user or as soon as the user, with the consent of the other party, has commenced the acts of execution.
2. Supplements or amendments to the general terms and conditions or otherwise amendments or additions to the contract shall only become binding after written confirmation by the user.
Article 3: Offers, quotations
1. All offers, quotations, price lists etc. of the user are without obligation, unless they contain a term for acceptance. If an offer or quotation contains an offer without obligation and this offer is accepted by the other party, the user shall be entitled to revoke the offer within 2 working days after receipt of the acceptance.
2. The prices used by the user as well as the prices stated in the offers, quotations, price lists, etc. are exclusive of VAT and any costs. These costs may include transport costs, administration costs and invoices from engaged third parties. All this, unless explicitly stated otherwise in writing.
3. A compound quotation shall not oblige the User to deliver part of the items included in the offer or quotation at a corresponding part of the price.
4. Prices in quotations are based on information provided by the other party at the time of application or order. Should this data be subsequently changed, this may affect the prices.
5. Offers, quotations and prices do not automatically apply to repeat orders.
6. If the other party's acceptance deviates from the offer, the user shall not be bound by it. No agreement is then concluded, unless the parties have expressly agreed otherwise in writing.
7. Samples and models shown and/or provided, as well as statements of colors, dimensions, weights and other descriptions in brochures, promotional material and/or on the website of the user are as accurate as possible, but are only indicative. No rights may be derived from these, unless the parties have expressly agreed otherwise in writing.
8. The samples and models referred to in the previous paragraph shall at all times remain the property of the user and must be returned at the user's first request, unless the parties have expressly agreed otherwise in writing.
9. a. If between the date of the conclusion of the agreement and the execution of the agreement changes are made by the government and/or trade organizations in wages, conditions of employment or social insurance etc., the user shall be entitled to pass on the increases to the other party. Should between the aforementioned dates a new price list by the user come into force, the user is entitled to charge the other party the prices stated therein.
b. For the agreement concluded with the consumer applies that price increases may be passed on or charged 3 months after the conclusion of the agreement. In the event of price increases within a shorter period than 3 months, the consumer is authorized to dissolve the agreement.
Article 4: Engagement of third parties
If and insofar as the proper execution of the agreement requires it, the User has the right to have certain deliveries carried out by third parties. All this at the discretion of the user.
Article 5: Delivery, delivery deadlines
1. Mentioned terms within which the goods must be delivered can never be considered as deadlines, unless parties have explicitly agreed otherwise in writing. If the User fails to fulfill its obligations under the contract or fails to do so on time, it must therefore be placed in default in writing.
2. In the event of delivery in parts, each delivery or phase shall be regarded as a separate transaction and may be invoiced by the User per transaction.
3. The risk relating to the items delivered shall pass to the other party at the time of delivery. For the purposes of these general terms and conditions, delivery shall mean the moment at which the goods to be delivered leave the user's premises, warehouse or store or are available to the other party for collection.
4. Contrary to paragraph 3 of this article, for consumers within the framework of these general terms and conditions delivery is understood to mean: the moment when the goods are actually at the disposal of the consumer.
5. Dispatch and/or transport of the ordered items shall take place in a manner to be determined by the user, but at the expense and risk of the other party. The User shall not be liable for damage, of whatever nature, related to the shipment and/or transport, whether or not suffered by the goods. All this, unless the parties have expressly agreed otherwise in writing.
6. Notwithstanding paragraph 5 of this article, for consumers, shipping and/or transport of the ordered goods is at the risk of the user, but at the expense of the consumer.
7. If it proves impossible to deliver the perishable goods to the other party or if the perishable goods are not collected due to a cause within the sphere of the other party, the user reserves the right to store these at the expense and risk of the other party. After storage a period of 1 month applies within which the other party must enable the user to still deliver the perishable goods or within which he must collect the perishable goods. All this, unless the user has expressly stipulated another term in writing.
8. Should the other party continue to fail to meet its obligations even after expiry of the period referred to in paragraph 7 of this article, the other party shall be in default and the user shall have the right to dissolve the agreement in writing in full or in part with immediate effect, without prior or further notice of default, without judicial intervention and without being obliged to pay compensation for damage, costs and interest. The User shall then be entitled to sell the perishable goods to third parties.
9. If it proves impossible to deliver the perishable goods to the other party or if the perishable goods are not collected due to a cause within the sphere of the other party, the user shall make every effort to sell them. If the user does not succeed in selling the perishable goods, he reserves the right to destroy them. Upon the sale or destruction of the perishable items as described above, the contract concluded in this regard shall be deemed dissolved, without prejudice to the User's right to claim compensation for damages and/or lost profits.
10. The above shall not affect the obligation of the other party to pay the agreed or stipulated or due price, as well as any storage and/or other costs.
11. The user shall be entitled - with regard to the fulfillment of the other party's financial obligations - to require advance payment or security from the other party before proceeding with the delivery.
Article 6: Progress of delivery
1. The user cannot be obliged to start the delivery of the goods before all necessary information is in his possession and he has received any agreed (advance) payment. If delays arise as a result, the stated delivery times shall be adjusted proportionately.
2. If deliveries cannot take place normally or without interruption for reasons beyond the User's control, the User shall be entitled to charge the other party for the resulting costs.
Article 7: Packaging
1. The packaging not intended for one-time use, in which the goods are delivered, remains the property of the user and may not be used by the other party for purposes other than those for which it is intended.
2. The user shall be entitled to charge the other party a deposit for this packaging. The user shall be obliged to take back this packaging at the price charged to the other party. All this, provided that the packaging is returned carriage paid within a period determined by the user after the delivery date or at a time agreed by the parties.
3. If packaging is damaged, incomplete or lost, then the other party shall be liable for this damage and his right to repayment of the deposit shall lapse.
4. If the damage referred to in paragraph 3 of this article exceeds the deposit charged, the user shall be entitled not to take back the packaging. The user may then charge the packaging to the other party at cost price, less the deposit already paid.
Article 8: Complaints and returns
1. The other party shall be obliged to check the durable goods immediately on taking delivery thereof. Any visible defects, faults, imperfections, deficiencies and/or deviations in quantities must be noted on the waybill or the consignment note and reported to the user immediately, but no later than 48 hours after receipt of the perishable goods.
2. Other complaints must be reported to the user by registered letter immediately after discovery. All consequences of failure to report immediately shall be at the risk of the other party. In any case, complaints must be reported to the user within 1 year after delivery.
3. The other party shall be obliged to check perishable goods immediately upon receipt thereof. With regard to these perishable goods, complaints of any nature and in any form whatsoever must be reported in writing by the other party to the user within 24 hours of delivery.
4. If the above-mentioned complaints have not been reported to the user within the periods referred to there, the goods shall be deemed to have been received in good condition.
5. The ordered goods shall be delivered in the packaging in stock at the user. Slight deviations with regard to stated sizes, weights, quantities, colors, etc. do not count as a shortcoming on the part of the user.
6. With respect to imperfections in natural products, no complaints can be enforced if these imperfections are related to the nature and properties of the raw material(s) from which the goods are manufactured.
7. Complaints do not suspend the other party's obligation to pay.
8. The user must be given the opportunity to investigate the complaint. If return shipment appears necessary for the investigation of the complaint, this shall only take place at the user's expense and risk if the latter has given his express prior written consent.
9. In all cases, the goods shall be returned in a manner to be determined by the User and in the original packaging.
10. If after delivery the goods have changed in nature and/or composition, have been wholly or partly processed, damaged or repacked, any right to complain shall lapse.
11. In the event of justified complaints, damages shall be settled pursuant to the provisions of Article 9.
Article 9: Liability and Guarantee
1. The User shall discharge its duties as may be expected of a company in its line of business, but accepts no liability whatsoever for damage, including death and personal injury, consequential damage, trading loss, loss of profits and/or stagnation damage, which is the result of acts or omissions of the User, its personnel or third parties engaged by it, unless mandatory provisions dictate otherwise.
2. The limitations of liability included in this article do not apply if the damage is due to intent and/or conscious recklessness of the user, its board of directors and/or its managerial staff.
3. Without prejudice to the provisions of the other paragraphs of this article, the liability of the user, for whatever reason, shall be limited to the invoice amount of the goods delivered.
4. Without prejudice to the provisions of the other paragraphs of this article, the liability shall at all times be limited to a maximum of the amount of the payment to be made by the User's insurer in the appropriate case, insofar as the User is insured for this.
5. The user guarantees the usual normal quality and soundness of the delivered goods; however, their actual lifespan can never be guaranteed.
6. If visible faults, imperfections and/or defects occur in the delivered goods which must already have been present at the time of delivery, the User undertakes to repair or replace those goods, at its discretion, free of charge.
7. The user does not guarantee and shall never be deemed to have guaranteed that the items delivered are suitable for the purpose for which the other party wishes to treat, process, have them used or have them used.
8. If goods delivered by the user are provided with a guarantee by the manufacturer, this guarantee shall apply equally between the parties. The user shall inform the other party about this.
9. The other party loses its rights vis-à-vis the user, is liable for all damages and indemnifies the user against any third-party claims for damages if and insofar as:
a. the above-mentioned damage was caused by inexpert use and/or use contrary to instructions, advice, directions for use or leaflets of the user and/or inexpert storage of the delivered goods by the other party;
b. the aforementioned damage was caused by errors, incompleteness or inaccuracies in data, materials, information carriers etc. which were provided and/or prescribed to the user by or on behalf of the other party.
Article 10: Payment
1. Payment shall be made within 21 days of the invoice date, unless the parties have expressly agreed otherwise in writing.
2. If an invoice has not been paid in full after expiry of the period referred to in paragraph 1:
a. the other party shall owe the user default interest in the amount of 2% per month cumulatively to be calculated on the principal sum. Parts of a month shall be calculated as full months in this respect;
b. the other party, after having been reminded to do so by the user, shall owe in respect of extrajudicial costs at least 15% of the sum of the principal sum and the default interest with an absolute minimum of € 150.00;
c. the user shall be entitled, for every payment reminder, demand etc. sent to the other party to charge the other party an amount of at least € 20.00 in respect of administration costs. The User shall state this in the contract and/or on the invoice.
3. At the discretion of the user, in the foregoing or similar circumstances, the agreement may, without further notice of default or judicial intervention, be rescinded in whole or in part, whether or not combined with a claim for damages.
4. If the other party has not fulfilled its payment obligations in time, the user shall be entitled to suspend the fulfilment of the obligations to deliver entered into towards the other party until payment has been made or proper security has been provided for this. The same applies even before the moment of default if the User has reasonable grounds to doubt the Other Party's creditworthiness.
5. Payments made by the other party shall always serve to settle all interest and costs due and shall subsequently serve to settle payable invoices that have been outstanding the longest, unless the other party explicitly states in writing upon payment that the payment relates to a later invoice.
6. a. If the other party, for whatever reason, has or will have one or more counterclaims against the user, the other party waives the right of setoff with regard to these claim(s). Said waiver of the right of set-off also applies if the other party applies for (temporary) suspension of payment or is declared bankrupt.
b. The provisions under sub a. of this paragraph do not apply to agreements with consumers.
Article 11: Retention of title
1. The user retains title to goods delivered and to be delivered until the other party has fulfilled its payment obligations vis-à-vis the user in connection therewith. These payment obligations consist of the payment of the purchase price, increased by claims in respect of work carried out in connection with that delivery, as well as claims in respect of compensation, if any, for failure to fulfil obligations on the part of the other party.
2. Goods subject to retention of title may only be resold by the other party in the ordinary course of business.
3. If the User invokes the retention of title, the contract concluded in this regard shall be deemed terminated, without prejudice to the User's right to claim compensation for damages, lost profits and interest.
4. The other party is obliged to immediately inform the user in writing of the fact that third parties are asserting rights to goods which are subject to a retention of title pursuant to this article.
5. The other party shall be obliged to keep the items subject to a retention of title carefully and as recognizable property of the user until it has fulfilled all its payment obligations towards the user.
6. The other party shall insure and keep insured the goods delivered subject to retention of title during the period that they are subject to retention of title. The other party shall make the policy of this insurance available for inspection at the user's first request.
Article 12: Pledge
1. Until the time at which the other party has fulfilled its payment obligations to the user in full, the other party is not authorized to:
a. pledge the goods to third parties;
b. to establish a non-possessory pledge on the items;
c. to bring the items for storage under the effective control of one or more financiers;
2. If the other party acts contrary to the previous paragraph, this shall be regarded as an attributable shortcoming on his part. The user can then, without being obliged to give any notice of default, suspend his obligations under the agreement or dissolve the agreement, without prejudice to the user's right to compensation for damage, lost profit and interest.
Article 13: Bankruptcy, disposition, etc.
1. Without prejudice to the provisions of the other articles of these terms and conditions, the agreement concluded between the other party and the user shall be dissolved without judicial intervention and without any notice of default being required, at the time at which the other party:
a. is declared bankrupt;
b. applies for (temporary) suspension of payment;
c. is subjected to execution by garnishment;
d. is placed under guardianship or receivership;
e. otherwise loses the power of disposition or legal capacity with respect to its assets or parts thereof;
2. The provisions of paragraph 1 of this article shall apply unless the receiver or administrator recognizes the obligations arising from the contract as a debt of the estate.
Article 14: Force Majeure
1. In the event of force majeure, the User shall be entitled to dissolve the contract or suspend the fulfillment of its obligations towards the Other Party for a reasonable period of time without being liable for any compensation.
2. For the purpose of these general terms and conditions, force majeure shall mean: a non-attributable failure on the part of the user, third parties or suppliers engaged by him or any other serious reason on the part of the user.
3. If there is a case of force majeure when the contract has been partially performed, the other party shall be obliged to fulfill its obligations to the user up to that time.
4. Circumstances involving force majeure shall include: war, riots, mobilisation, domestic and foreign disturbances, government measures, strikes and lockouts by employees or the threat of these and similar circumstances, disruption of the exchange rate relationships existing at the time of entering into the agreement, weather conditions, business interruptions due to fire, natural phenomena, weather conditions, road blocks and similar. transport difficulties and delivery problems, accident or other occurrences.
Article 15: Rescission, cancellation, termination
1. a. The other party waives all rights to dissolve the agreement pursuant to article 6: 265 ff. of the Dutch Civil Code or other legal provisions, unless mandatory legal provisions oppose this. All this applies subject to the right to cancel or terminate the contract pursuant to this article.
b. The provisions of sub a. of this paragraph do not apply to the contract with the consumer.
2. For the purposes of these general terms and conditions, cancellation means: the termination of the contract by one of the parties prior to the commencement of the performance of the contract.
3. For the purposes of these general terms and conditions, cancellation means the termination of the contract by one of the parties after commencement of the performance of the contract.
4. Should the other party terminate or cancel the agreement, it shall owe the user a fee to be determined by the user. The Other Party shall be obliged to compensate the User for all costs, damage and lost profit. The User shall be entitled to fix the costs, damages and lost profit and - at its choice and depending on the work already carried out or deliveries already made - to charge the Other Party 20 to 100% of the agreed price.
5. The other party shall be liable to third parties for the consequences of the cancellation or termination and shall indemnify the user in this respect.
6. Amounts already paid by the other party shall not be refunded.
Article 16: Applicable law/competent court
1. The agreement entered into between the user and the other party shall be governed exclusively by Dutch law. Disputes arising from this agreement shall also be settled according to Dutch law.
2. Notwithstanding the provisions of paragraph 1 of this article, the property law consequences of a retention of title of goods intended for export shall, in the event that the legal system of the country or state of destination of the goods is more favorable to the user, be governed by that law.
3. Any disputes shall be settled by the competent Dutch court, although the User shall have the right to bring a case before the competent court in the place where the User has its registered office, unless the cantonal court has jurisdiction in the matter.
4. With regard to disputes with the consumer, within 1 month after the user has notified the consumer that the case will be submitted to the court in the user's place of business, the consumer can make it known that he chooses to have the dispute settled by the legally competent court.
5. With regard to disputes arising from the contract concluded with an other party which is based outside the Netherlands, the User shall be entitled to act in accordance with the provisions of paragraph 3 of this article or - at its option - to bring the disputes before the competent court in the country or state where the other party is based.
Keurenplein 5
1069 CD AMSTERDAM
Registration number K. v.K. in Amsterdam: 341991290000
Tax no: NL8127.74.930. B01
(AS 134-08)
Article 1: Applicability, definitions
1. These conditions apply to all offers and to all agreements of purchase and sale of “Things for Drinks, established in Amsterdam, hereinafter referred to as “the user”.
2. The buyer or client will be referred to as “the other party” in the following. If a provision below specifically refers to the situation in which the other party is a natural person not acting in the exercise of a profession or business, it shall be referred to as “the consumer.”
3. Provisions which deviate from these terms and conditions shall only form part of the contract concluded between the parties if and insofar as the parties have expressly agreed so in writing.
4. In these general terms and conditions, “in writing” also means by e-mail, by fax or by any other means of communication which, in view of the state of the art and generally accepted views, can be equated with this.
5. In these general terms and conditions, “goods” means both perishable and perishable goods.
6. “Perishable goods“, in these general terms and conditions, shall mean fresh food products or other products that deteriorate in quality due to the passage of a relatively short period of time.
7. “Perishable goods“, in these general terms and conditions, means frozen food products or other food products with a relatively long shelf life as well as all other products that have no shelf life.
8. The possible inapplicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the remaining provisions.
9. The other party cannot rely on the fact that the general terms and conditions have not been handed over if the user has already handed over the same general terms and conditions to the other party several times and referred to them.
Article 2: Agreements
1. Verbal agreements bind the user only after they have been confirmed in writing by the user or as soon as the user, with the consent of the other party, has commenced the acts of execution.
2. Supplements or amendments to the general terms and conditions or otherwise amendments or additions to the contract shall only become binding after written confirmation by the user.
Article 3: Offers, quotations
1. All offers, quotations, price lists etc. of the user are without obligation, unless they contain a term for acceptance. If an offer or quotation contains an offer without obligation and this offer is accepted by the other party, the user shall be entitled to revoke the offer within 2 working days after receipt of the acceptance.
2. The prices used by the user as well as the prices stated in the offers, quotations, price lists, etc. are exclusive of VAT and any costs. These costs may include transport costs, administration costs and invoices from engaged third parties. All this, unless explicitly stated otherwise in writing.
3. A compound quotation shall not oblige the User to deliver part of the items included in the offer or quotation at a corresponding part of the price.
4. Prices in quotations are based on information provided by the other party at the time of application or order. Should this data be subsequently changed, this may affect the prices.
5. Offers, quotations and prices do not automatically apply to repeat orders.
6. If the other party's acceptance deviates from the offer, the user shall not be bound by it. No agreement is then concluded, unless the parties have expressly agreed otherwise in writing.
7. Samples and models shown and/or provided, as well as statements of colors, dimensions, weights and other descriptions in brochures, promotional material and/or on the website of the user are as accurate as possible, but are only indicative. No rights may be derived from these, unless the parties have expressly agreed otherwise in writing.
8. The samples and models referred to in the previous paragraph shall at all times remain the property of the user and must be returned at the user's first request, unless the parties have expressly agreed otherwise in writing.
9. a. If between the date of the conclusion of the agreement and the execution of the agreement changes are made by the government and/or trade organizations in wages, conditions of employment or social insurance etc., the user shall be entitled to pass on the increases to the other party. Should between the aforementioned dates a new price list by the user come into force, the user is entitled to charge the other party the prices stated therein.
b. For the agreement concluded with the consumer applies that price increases may be passed on or charged 3 months after the conclusion of the agreement. In the event of price increases within a shorter period than 3 months, the consumer is authorized to dissolve the agreement.
Article 4: Engagement of third parties
If and insofar as the proper execution of the agreement requires it, the User has the right to have certain deliveries carried out by third parties. All this at the discretion of the user.
Article 5: Delivery, delivery deadlines
1. Mentioned terms within which the goods must be delivered can never be considered as deadlines, unless parties have explicitly agreed otherwise in writing. If the User fails to fulfill its obligations under the contract or fails to do so on time, it must therefore be placed in default in writing.
2. In the event of delivery in parts, each delivery or phase shall be regarded as a separate transaction and may be invoiced by the User per transaction.
3. The risk relating to the items delivered shall pass to the other party at the time of delivery. For the purposes of these general terms and conditions, delivery shall mean the moment at which the goods to be delivered leave the user's premises, warehouse or store or are available to the other party for collection.
4. Contrary to paragraph 3 of this article, for consumers within the framework of these general terms and conditions delivery is understood to mean: the moment when the goods are actually at the disposal of the consumer.
5. Dispatch and/or transport of the ordered items shall take place in a manner to be determined by the user, but at the expense and risk of the other party. The User shall not be liable for damage, of whatever nature, related to the shipment and/or transport, whether or not suffered by the goods. All this, unless the parties have expressly agreed otherwise in writing.
6. Notwithstanding paragraph 5 of this article, for consumers, shipping and/or transport of the ordered goods is at the risk of the user, but at the expense of the consumer.
7. If it proves impossible to deliver the perishable goods to the other party or if the perishable goods are not collected due to a cause within the sphere of the other party, the user reserves the right to store these at the expense and risk of the other party. After storage a period of 1 month applies within which the other party must enable the user to still deliver the perishable goods or within which he must collect the perishable goods. All this, unless the user has expressly stipulated another term in writing.
8. Should the other party continue to fail to meet its obligations even after expiry of the period referred to in paragraph 7 of this article, the other party shall be in default and the user shall have the right to dissolve the agreement in writing in full or in part with immediate effect, without prior or further notice of default, without judicial intervention and without being obliged to pay compensation for damage, costs and interest. The User shall then be entitled to sell the perishable goods to third parties.
9. If it proves impossible to deliver the perishable goods to the other party or if the perishable goods are not collected due to a cause within the sphere of the other party, the user shall make every effort to sell them. If the user does not succeed in selling the perishable goods, he reserves the right to destroy them. Upon the sale or destruction of the perishable items as described above, the contract concluded in this regard shall be deemed dissolved, without prejudice to the User's right to claim compensation for damages and/or lost profits.
10. The above shall not affect the obligation of the other party to pay the agreed or stipulated or due price, as well as any storage and/or other costs.
11. The user shall be entitled - with regard to the fulfillment of the other party's financial obligations - to require advance payment or security from the other party before proceeding with the delivery.
Article 6: Progress of delivery
1. The user cannot be obliged to start the delivery of the goods before all necessary information is in his possession and he has received any agreed (advance) payment. If delays arise as a result, the stated delivery times shall be adjusted proportionately.
2. If deliveries cannot take place normally or without interruption for reasons beyond the User's control, the User shall be entitled to charge the other party for the resulting costs.
Article 7: Packaging
1. The packaging not intended for one-time use, in which the goods are delivered, remains the property of the user and may not be used by the other party for purposes other than those for which it is intended.
2. The user shall be entitled to charge the other party a deposit for this packaging. The user shall be obliged to take back this packaging at the price charged to the other party. All this, provided that the packaging is returned carriage paid within a period determined by the user after the delivery date or at a time agreed by the parties.
3. If packaging is damaged, incomplete or lost, then the other party shall be liable for this damage and his right to repayment of the deposit shall lapse.
4. If the damage referred to in paragraph 3 of this article exceeds the deposit charged, the user shall be entitled not to take back the packaging. The user may then charge the packaging to the other party at cost price, less the deposit already paid.
Article 8: Complaints and returns
1. The other party shall be obliged to check the durable goods immediately on taking delivery thereof. Any visible defects, faults, imperfections, deficiencies and/or deviations in quantities must be noted on the waybill or the consignment note and reported to the user immediately, but no later than 48 hours after receipt of the perishable goods.
2. Other complaints must be reported to the user by registered letter immediately after discovery. All consequences of failure to report immediately shall be at the risk of the other party. In any case, complaints must be reported to the user within 1 year after delivery.
3. The other party shall be obliged to check perishable goods immediately upon receipt thereof. With regard to these perishable goods, complaints of any nature and in any form whatsoever must be reported in writing by the other party to the user within 24 hours of delivery.
4. If the above-mentioned complaints have not been reported to the user within the periods referred to there, the goods shall be deemed to have been received in good condition.
5. The ordered goods shall be delivered in the packaging in stock at the user. Slight deviations with regard to stated sizes, weights, quantities, colors, etc. do not count as a shortcoming on the part of the user.
6. With respect to imperfections in natural products, no complaints can be enforced if these imperfections are related to the nature and properties of the raw material(s) from which the goods are manufactured.
7. Complaints do not suspend the other party's obligation to pay.
8. The user must be given the opportunity to investigate the complaint. If return shipment appears necessary for the investigation of the complaint, this shall only take place at the user's expense and risk if the latter has given his express prior written consent.
9. In all cases, the goods shall be returned in a manner to be determined by the User and in the original packaging.
10. If after delivery the goods have changed in nature and/or composition, have been wholly or partly processed, damaged or repacked, any right to complain shall lapse.
11. In the event of justified complaints, damages shall be settled pursuant to the provisions of Article 9.
Article 9: Liability and Guarantee
1. The User shall discharge its duties as may be expected of a company in its line of business, but accepts no liability whatsoever for damage, including death and personal injury, consequential damage, trading loss, loss of profits and/or stagnation damage, which is the result of acts or omissions of the User, its personnel or third parties engaged by it, unless mandatory provisions dictate otherwise.
2. The limitations of liability included in this article do not apply if the damage is due to intent and/or conscious recklessness of the user, its board of directors and/or its managerial staff.
3. Without prejudice to the provisions of the other paragraphs of this article, the liability of the user, for whatever reason, shall be limited to the invoice amount of the goods delivered.
4. Without prejudice to the provisions of the other paragraphs of this article, the liability shall at all times be limited to a maximum of the amount of the payment to be made by the User's insurer in the appropriate case, insofar as the User is insured for this.
5. The user guarantees the usual normal quality and soundness of the delivered goods; however, their actual lifespan can never be guaranteed.
6. If visible faults, imperfections and/or defects occur in the delivered goods which must already have been present at the time of delivery, the User undertakes to repair or replace those goods, at its discretion, free of charge.
7. The user does not guarantee and shall never be deemed to have guaranteed that the items delivered are suitable for the purpose for which the other party wishes to treat, process, have them used or have them used.
8. If goods delivered by the user are provided with a guarantee by the manufacturer, this guarantee shall apply equally between the parties. The user shall inform the other party about this.
9. The other party loses its rights vis-à-vis the user, is liable for all damages and indemnifies the user against any third-party claims for damages if and insofar as:
a. the above-mentioned damage was caused by inexpert use and/or use contrary to instructions, advice, directions for use or leaflets of the user and/or inexpert storage of the delivered goods by the other party;
b. the aforementioned damage was caused by errors, incompleteness or inaccuracies in data, materials, information carriers etc. which were provided and/or prescribed to the user by or on behalf of the other party.
Article 10: Payment
1. Payment shall be made within 21 days of the invoice date, unless the parties have expressly agreed otherwise in writing.
2. If an invoice has not been paid in full after expiry of the period referred to in paragraph 1:
a. the other party shall owe the user default interest in the amount of 2% per month cumulatively to be calculated on the principal sum. Parts of a month shall be calculated as full months in this respect;
b. the other party, after having been reminded to do so by the user, shall owe in respect of extrajudicial costs at least 15% of the sum of the principal sum and the default interest with an absolute minimum of € 150.00;
c. the user shall be entitled, for every payment reminder, demand etc. sent to the other party to charge the other party an amount of at least € 20.00 in respect of administration costs. The User shall state this in the contract and/or on the invoice.
3. At the discretion of the user, in the foregoing or similar circumstances, the agreement may, without further notice of default or judicial intervention, be rescinded in whole or in part, whether or not combined with a claim for damages.
4. If the other party has not fulfilled its payment obligations in time, the user shall be entitled to suspend the fulfilment of the obligations to deliver entered into towards the other party until payment has been made or proper security has been provided for this. The same applies even before the moment of default if the User has reasonable grounds to doubt the Other Party's creditworthiness.
5. Payments made by the other party shall always serve to settle all interest and costs due and shall subsequently serve to settle payable invoices that have been outstanding the longest, unless the other party explicitly states in writing upon payment that the payment relates to a later invoice.
6. a. If the other party, for whatever reason, has or will have one or more counterclaims against the user, the other party waives the right of setoff with regard to these claim(s). Said waiver of the right of set-off also applies if the other party applies for (temporary) suspension of payment or is declared bankrupt.
b. The provisions under sub a. of this paragraph do not apply to agreements with consumers.
Article 11: Retention of title
1. The user retains title to goods delivered and to be delivered until the other party has fulfilled its payment obligations vis-à-vis the user in connection therewith. These payment obligations consist of the payment of the purchase price, increased by claims in respect of work carried out in connection with that delivery, as well as claims in respect of compensation, if any, for failure to fulfil obligations on the part of the other party.
2. Goods subject to retention of title may only be resold by the other party in the ordinary course of business.
3. If the User invokes the retention of title, the contract concluded in this regard shall be deemed terminated, without prejudice to the User's right to claim compensation for damages, lost profits and interest.
4. The other party is obliged to immediately inform the user in writing of the fact that third parties are asserting rights to goods which are subject to a retention of title pursuant to this article.
5. The other party shall be obliged to keep the items subject to a retention of title carefully and as recognizable property of the user until it has fulfilled all its payment obligations towards the user.
6. The other party shall insure and keep insured the goods delivered subject to retention of title during the period that they are subject to retention of title. The other party shall make the policy of this insurance available for inspection at the user's first request.
Article 12: Pledge
1. Until the time at which the other party has fulfilled its payment obligations to the user in full, the other party is not authorized to:
a. pledge the goods to third parties;
b. to establish a non-possessory pledge on the items;
c. to bring the items for storage under the effective control of one or more financiers;
2. If the other party acts contrary to the previous paragraph, this shall be regarded as an attributable shortcoming on his part. The user can then, without being obliged to give any notice of default, suspend his obligations under the agreement or dissolve the agreement, without prejudice to the user's right to compensation for damage, lost profit and interest.
Article 13: Bankruptcy, disposition, etc.
1. Without prejudice to the provisions of the other articles of these terms and conditions, the agreement concluded between the other party and the user shall be dissolved without judicial intervention and without any notice of default being required, at the time at which the other party:
a. is declared bankrupt;
b. applies for (temporary) suspension of payment;
c. is subjected to execution by garnishment;
d. is placed under guardianship or receivership;
e. otherwise loses the power of disposition or legal capacity with respect to its assets or parts thereof;
2. The provisions of paragraph 1 of this article shall apply unless the receiver or administrator recognizes the obligations arising from the contract as a debt of the estate.
Article 14: Force Majeure
1. In the event of force majeure, the User shall be entitled to dissolve the contract or suspend the fulfillment of its obligations towards the Other Party for a reasonable period of time without being liable for any compensation.
2. For the purpose of these general terms and conditions, force majeure shall mean: a non-attributable failure on the part of the user, third parties or suppliers engaged by him or any other serious reason on the part of the user.
3. If there is a case of force majeure when the contract has been partially performed, the other party shall be obliged to fulfill its obligations to the user up to that time.
4. Circumstances involving force majeure shall include: war, riots, mobilisation, domestic and foreign disturbances, government measures, strikes and lockouts by employees or the threat of these and similar circumstances, disruption of the exchange rate relationships existing at the time of entering into the agreement, weather conditions, business interruptions due to fire, natural phenomena, weather conditions, road blocks and similar. transport difficulties and delivery problems, accident or other occurrences.
Article 15: Rescission, cancellation, termination
1. a. The other party waives all rights to dissolve the agreement pursuant to article 6: 265 ff. of the Dutch Civil Code or other legal provisions, unless mandatory legal provisions oppose this. All this applies subject to the right to cancel or terminate the contract pursuant to this article.
b. The provisions of sub a. of this paragraph do not apply to the contract with the consumer.
2. For the purposes of these general terms and conditions, cancellation means: the termination of the contract by one of the parties prior to the commencement of the performance of the contract.
3. For the purposes of these general terms and conditions, cancellation means the termination of the contract by one of the parties after commencement of the performance of the contract.
4. Should the other party terminate or cancel the agreement, it shall owe the user a fee to be determined by the user. The Other Party shall be obliged to compensate the User for all costs, damage and lost profit. The User shall be entitled to fix the costs, damages and lost profit and - at its choice and depending on the work already carried out or deliveries already made - to charge the Other Party 20 to 100% of the agreed price.
5. The other party shall be liable to third parties for the consequences of the cancellation or termination and shall indemnify the user in this respect.
6. Amounts already paid by the other party shall not be refunded.
Article 16: Applicable law/competent court
1. The agreement entered into between the user and the other party shall be governed exclusively by Dutch law. Disputes arising from this agreement shall also be settled according to Dutch law.
2. Notwithstanding the provisions of paragraph 1 of this article, the property law consequences of a retention of title of goods intended for export shall, in the event that the legal system of the country or state of destination of the goods is more favorable to the user, be governed by that law.
3. Any disputes shall be settled by the competent Dutch court, although the User shall have the right to bring a case before the competent court in the place where the User has its registered office, unless the cantonal court has jurisdiction in the matter.
4. With regard to disputes with the consumer, within 1 month after the user has notified the consumer that the case will be submitted to the court in the user's place of business, the consumer can make it known that he chooses to have the dispute settled by the legally competent court.
5. With regard to disputes arising from the contract concluded with an other party which is based outside the Netherlands, the User shall be entitled to act in accordance with the provisions of paragraph 3 of this article or - at its option - to bring the disputes before the competent court in the country or state where the other party is based.