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Art of Private Shaking" Glass & Bar Supply B.V. 
Last updated: June 20, 2024

These are the general terms and conditions (the "Terms") of “Art of Private Shaking” Glass & Bar Supply B.V. (“APS”). APS is a wholesale supplier specializing in hospitality supplies, focusing on quality and customer service. For more information, visit the website: https://apssupply.nl/ and/or https://www.thingsfordrinks.com/ (the "Website").

These Terms apply exclusively to all offers, agreements, and other relations between APS and its customers (“Customer”). APS offers its Products on the condition that the Customer accepts these Terms. APS can change these Terms, and the latest version will always apply between APS and the Customer.

DEFINITIONS
- **APS:** “Art of Private Shaking” Glass & Bar Supply B.V., located at Keurenplein 5, Amsterdam (1069 CD), registered in the Chamber of Commerce under number 34199129.  
- **Customer:** Any individual or legal entity that purchases Products and enters into an Agreement with APS or negotiates with APS to enter into an Agreement.  
- **Perishable Products:** Fresh food products or other items that deteriorate in quality over a relatively short period.  
- **Consumer:** A Customer who is a natural person and is not acting in the course of a profession or business.  
- **Durable Products:** Frozen food products or other food items with a relatively long shelf life, as well as all other products that do not have a shelf life.  
- **Order:** Any request from the Customer to APS for the supply of Products, in any form.  
- **Agreement:** The contract established between APS and the Customer when APS accepts the Order, including any changes or additions.  
- **Parties:** APS and the Customer collectively.  
- **Products:** APS's offerings, including both Durable and Perishable Products.

APPLICABILITY
These Terms apply exclusively to all offers, agreements, and other relations between APS and the Customer. APS offers its Products under the condition that the Customer accepts these Terms. The applicability of any other general terms or purchasing conditions is expressly rejected.

APS may change these Terms. The latest version will always apply between APS and the Customer.

Provisions that deviate from these Terms are only part of the Agreement if and to the extent the Parties expressly agree to this in writing.

If any provision of these Terms and/or the Agreement is deemed unlawful, void, or otherwise unenforceable, this does not affect the validity and enforceability of the remaining provisions. The unlawful, void, or otherwise unenforceable part will be replaced by a valid and enforceable provision that closely matches the intent and purpose of the replaced provision.

The Customer cannot claim that these Terms were not made available if APS has previously provided the same Terms to the Customer multiple times and referred to them.

OFFERS AND QUOTES
All offers, quotes, price lists, etc., from APS are non-binding unless they include a deadline for acceptance. If a quote contains a non-binding offer and the offer is accepted by the Customer, APS has the right to withdraw the offer within 2 working days of receiving the acceptance.

APS reserves the right to impose a minimum or maximum order quantity for a specific Product and/or Order.

Prices shown by APS for entrepreneurs, as well as those in offers, quotes, and price lists, are exclusive of VAT and any additional costs. These costs may include transportation, administration fees, and charges from third parties. All prices for Consumers include VAT but exclude shipping costs. Any other applicable costs will be clearly stated, unless expressly stated otherwise in writing.

A composite price quote does not obligate APS to deliver a part of the Products included in the offer at a corresponding part of the price.

Prices in quotes are based on the data provided by the Customer at the time of request or order. APS has the right to adjust the prices if this data is changed afterward.

Offers, quotes, and prices do not automatically apply to repeat orders.

APS is not bound by an acceptance from the Customer that deviates from the offer. In this case, no Agreement is established.

All images, specifications, and data in offers and quotes are for indication purposes only and cannot be grounds for compensation or dissolution of the Agreement. These samples and models remain the property of APS at all times and must be returned upon request.

ESTABLISHMENT AND EXECUTION OF THE AGREEMENT
The Agreement between APS and the Customer is established either when APS accepts a written Order from the Customer or when APS begins to execute the Order. APS reserves the right to refuse Orders without providing reasons.

Additions or changes to these Terms or the Agreement are only binding after written confirmation from APS.

The Customer is not entitled to transfer their rights and obligations under these Terms and/or the Agreement to a third party.

If changes are made by the government and/or trade organizations to wages, employment conditions, or social security between the date of the Agreement and its execution, and subject to Article 4.5, APS has the right to pass these increases on to the Customer. If a new price list comes into effect between these dates, APS has the right to charge the prices stated therein to the Customer.

For Agreements with Consumers, price increases may be passed on or charged three months after the Agreement is established. If price increases occur within a shorter period than three months, the Consumer is entitled to dissolve the Agreement.

The Customer agrees that APS may have a third party carry out the Order.

ACCOUNT AND AGE LIMIT
To place an order via the Website, the Customer must create an Account on the Website.

The Customer is required to fill in complete and accurate information when creating the Account. The Customer is responsible for keeping that information up to date.

The Account is for the sole use of the Customer. The Customer must ensure that third parties do not gain access to the Account. APS is not liable for any damage resulting from unauthorized use of the Account. The Customer must immediately notify APS if they suspect any misuse of the Account (without prejudice to the Customer's own obligation to prevent further misuse, such as changing the Account password).

For certain orders, there is an age limit of 18 years. When delivering the order, the delivery person will request identification if the order contains alcoholic products and there is doubt about the age of the person receiving the order. The age verification applies up to 25 years. Valid forms of identification include a national passport and a European identity card. If the minimum age requirement is not met, the delivery person is obligated to take the order back or not deliver it. Unless mandatory law prohibits it, APS will charge the Customer a cancellation fee of EUR 50.

DELIVERY AND RISK TRANSFER
APS has the right to deliver in parts. When delivering in parts, each delivery or phase may be invoiced separately.

The risk regarding the delivered Products transfers to the Customer at the moment of delivery. For the purposes of these Terms, delivery is defined as the moment when the Products leave APS's premises, warehouse, or store or are made available for pickup by the Customer.

Shipping or transportation of the ordered Products is carried out in a manner determined by APS unless agreed otherwise in writing. Shipping or transportation is at the Customer's expense and risk. The Customer is required to accept the Products immediately upon arrival at the destination. APS is not liable for any damage of any kind related to shipping or transportation, whether suffered by the Products or otherwise.

Notwithstanding this article, for Consumers, delivery under these Terms is defined as the moment when the Products are actually made available to the Consumer. Shipping or transportation of the ordered Products is at APS's risk but at the Consumer's expense.

DELIVERY TIMES
Indicated timeframes for delivering Products can never be considered as strict deadlines in the sense of Article 6:83 of the Dutch Civil Code. If APS fails to fulfill its obligations under the Agreement or does not do so on time, default only occurs after a written notice of default, allowing a reasonable additional delivery period of at least 30 days, while the Customer remains obligated to accept the Products.

If it is not possible to deliver the Durable Products to the Customer, or if the Durable Products are not picked up due to the Customer's fault, APS reserves the right to store these at the Customer's expense and risk. After storage, a period of one month applies during which the Customer must allow APS to deliver the Durable Products or must pick them up. This is unless APS has expressly stated a different period in writing.

If delivery of the Durable Products is still not possible after the period mentioned in Article 7.2, the Customer is in default, and APS has the right to dissolve the Agreement in writing and immediately, without prior or further notice of default, without judicial intervention, and without being obliged to compensate for damages, costs, or interest, either in whole or in part. APS is then entitled to sell the Durable Products to third parties. Any damage resulting from measures taken by the Customer will be borne by the Customer and not by APS in the sense of Article 6:101 of the Dutch Civil Code.

If it is not possible to deliver the Perishable Products to the Customer, or if the Perishable Products are not picked up due to the Customer's fault, APS will make an effort to sell them. If APS is unable to sell the Perishable Products, it reserves the right to destroy them. Upon sale or destruction of the Perishable Products as described above, the corresponding Agreement is deemed dissolved, without prejudice to APS's right to claim damages and/or lost profits.

The above does not affect the Customer's obligation to pay the agreed price, as well as any storage and/or other costs.

APS is entitled to demand advance payment or security from the Customer concerning financial obligations before proceeding with delivery.

APS cannot be forced to begin the delivery of Products until all necessary data is.

COOPERATION IN PRODUCT RECALL

A "Product Recall" refers to the action of recalling unsafe or defective products from the market.

In the event of a Product Recall, the Buyer agrees to cooperate with APS, including implementing corrective measures to minimize damage caused by the recall. The Buyer will make every effort to remove the recalled products from the market as quickly as possible.

The Buyer will inform APS about any defective or unsafe product that may require a Product Recall as soon as such a product is discovered or when the Buyer becomes aware of it.

The Buyer will ensure that products are only marketed in a way that makes them traceable for purposes such as a Product Recall.

The liability provisions in these Terms apply equally in the case of a Product Recall.

PAYMENT

Payment must be made in the currency specified in the invoice from APS and within 14 days of the invoice date, unless otherwise agreed in writing.

If the Buyer fails to pay the invoice within the specified period, they are immediately in default without the need for a formal notice of default. The Buyer will then owe a late fee calculated at either (i) the applicable statutory (commercial) interest rate or (ii) 2% per month, compounded on the principal amount. Interest is calculated from the moment the Buyer is in default until the total amount is paid. Parts of a month are considered full months in this context. Additionally, collection costs will be due, which are at least 15% of the total principal and late interest, with a minimum of €150.00. Furthermore, APS has the right to charge the Buyer a minimum fee of €20.00 for each payment reminder or notice sent to the Buyer. APS will specify this in the Agreement and/or on the invoice.

If the Buyer does not fulfill their (payment) obligations on time, APS is entitled to suspend all obligations towards the Buyer until payment is made or adequate security is provided. This also applies even before default if APS has reasonable doubts about the Buyer's creditworthiness.

Payments made by the Buyer will first cover any due interest and costs, followed by the oldest invoices, even if the Buyer indicates that the payment pertains to a later invoice.

The Buyer waives their right to claim suspension or set-off against APS. This waiver also applies if the Buyer applies for (provisional) suspension of payments or is declared bankrupt.

This article does not apply to Agreements with Consumers.

RETENTION OF TITLE

Goods delivered by APS to the Buyer remain the property of APS until they are fully paid, including interest and costs, with payments always deemed to relate to the oldest invoice.

Until the Products are paid for, the Buyer will keep them in good condition at their own risk and expense for APS. As long as the Buyer has not become the owner of the goods supplied by APS according to the preceding clause, the Buyer is not authorized to sell or encumber the Products or otherwise place them in the possession of third parties, except in the normal course of business. The Buyer may only use or consume the Products to the extent necessary for their normal business operations. Pledging the Products does not fall under normal business operations. If the Buyer acts contrary to this article, it will be considered a breach on their part. APS may then suspend its obligations under the agreement without any formal notice of default, or terminate the agreement, without prejudice to APS's right to claim damages, lost profits, and interest.

If APS invokes the retention of title, the agreement is considered dissolved, without prejudice to APS's right to claim damages, lost profits, and interest.

The Buyer is obliged to inform APS in writing immediately if third parties assert rights over Products subject to retention of title.

Until the Buyer has fulfilled all their payment obligations towards APS, they are required to keep the Products subject to retention of title carefully and clearly identifiable as APS's property.

The Buyer must insure the Products that are subject to retention of title and keep them insured for the duration of the retention of title. The Buyer must provide the insurance policy for inspection at APS's first request.

If APS wants to exercise its ownership rights, the Buyer gives unconditional and irrevocable permission to APS to enter any location where the goods are located, so that APS can retrieve the goods.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights (including, but not limited to, copyrights, trademarks, service marks, trade names, patent rights, and know-how) related to our Products, packaging, website, web shop, texts, photos, images, and other promotional materials are the exclusive property of APS (or managed by us with permission from the rightful owner) and remain with APS without limitation. The Buyer is prohibited from infringing on these intellectual property rights in any way or form.

CONFIDENTIALITY

APS and the Buyer will keep all confidential information exchanged in connection with the Agreement and any negotiations secret from third parties. Information is considered confidential if it arises from the nature of the information or if it is explicitly marked as confidential by APS and/or the Buyer.

APS and the Buyer will not use or disclose confidential information for any purpose other than what is necessary to perform the Agreement.

APS and the Buyer are not liable for damages if they are legally obliged to disclose confidential information and comply with that legal obligation.

DURATION AND TERMINATION OF THE AGREEMENT

APS and the Buyer enter into the Agreement for an indefinite period, unless otherwise agreed in writing.

If the Agreement is explicitly limited in content or duration, it will automatically terminate upon completion of that content or duration.

APS can terminate the Agreement immediately without being liable for damages or compensation in the following cases:

- The Buyer is bankrupt or in suspension of payments;
- The Buyer is dissolved or liquidated;
- The Buyer is placed under guardianship or dies;
- The Buyer can no longer freely dispose of their assets due to other circumstances.

APS can terminate or dissolve the Agreement immediately, without any notice of default required, if the Buyer fails to fulfill their obligations under the Agreement, either partially, completely, or on time. This particularly includes situations where the Buyer is unable to reimburse any pre-financing provided by APS within 14 days. The Buyer must compensate APS for damages or indemnify them for non-compliance with their obligations.

In the event of termination of the Agreement under clauses 3 or 4 of this article, the full purchase price for Products already delivered is immediately payable.

Any costs incurred by APS related to reclaiming Products seized by third parties will be reimbursed by the Buyer.

FORCE MAJEURE

In the event of force majeure on the part of APS or the Buyer, they are temporarily relieved of their obligations under the Agreement. If the force majeure continues for more than one (1) month, APS has the right to terminate the Agreement immediately and without judicial intervention, without the Buyer having any right to compensation. Force majeure, as defined in these Terms, includes any non-attributable shortcoming on the part of APS, its third-party suppliers, or any other serious reason on the part of APS.

If force majeure occurs while the Agreement has been partially executed, the Buyer is required to fulfill their obligations to APS up to that point.

Circumstances that will constitute force majeure include all situations covered by the definition of force majeure in Article 6:75 of the Dutch Civil Code, including (but not limited to) mobilization, war, the threat of war, acts of terrorism, demonstrations, lack of personnel, strikes, defaults by third-party suppliers engaged by APS, business interruptions, and transport disruptions of any kind, epidemics, hindrances caused by measures, laws, or decisions from international, national, or regional governmental bodies, fire, explosion, frost, snow disasters, flooding, storm damage, and other natural disasters.

TERMINATION, CANCELLATION, AND RESCISSION

All purchases are final. This means the Buyer does not have the right to terminate, dissolve, or cancel the Agreement. Therefore, the Buyer does not have the right to refuse delivery of the sold Products or return them unless APS agrees in writing. The Buyer hereby waives all rights to (partially) dissolve or terminate the Agreement according to Article 6:265 et seq. of the Dutch Civil Code or any other legal provisions that grant the Buyer similar rights to dissolve, terminate, or cancel the Agreement unless mandatory law opposes this.

Article 18 does not apply to Agreements with Consumers if the Consumer, in accordance with the legal regulations, dissolves the Agreement without giving reasons within 14 days of receiving the Products. The Consumer can do this using the return form available on the Website. The costs of returning the Products are borne by the Consumer. The right to return, as described in this paragraph, does not apply to Products that are made to order, Products that spoil quickly or have a limited shelf life, sealed Products that cannot be returned for reasons of health protection or hygiene once the seal has been broken, or Products that by their nature cannot be returned.

PRIVACY

APS complies with the General Data Protection Regulation and other relevant legislation regarding the protection of personal data. APS's Privacy Policy outlines which personal data APS processes.

APPLICABLE LAW / COMPETENT COURT

Dutch law exclusively applies to the Agreement between APS and the Buyer. Disputes arising from this Agreement will also be resolved according to Dutch law. The provisions of the Vienna Sales Convention are excluded.

In deviation from Article 20.1, the legal effects of a retention of title for goods intended for export, where the legal system of the destination country or state is more favorable to the user, will be governed by that law.

All disputes related to or arising from the Agreement between APS and the Buyer and/or these Terms will be submitted to the competent court for the district where APS is located. If the Buyer qualifies as a Consumer, they have the right to choose, within one month after APS invokes this provision, to have the dispute resolved by the legally competent court.

Date: June 20, 2024