General Terms and Conditions of Sale

Article 1

General 1.1 These terms and conditions govern all our offers and all agreements entered into or to be entered into with us. 1.2 These general terms and conditions shall be upheld towards every customer and exclude the customer’s general terms and conditions.

Article 2

Offers and order confirmations 2.1 All our offers are without obligations. We will only be bound after we have accepted the order in writing by sending our order confirmation. 2.2 Every agreement is entered into on the suspensive condition of sufficient availability of the items in question. 2.3 Possible or alleged inaccuracies in an order confirmation must, at the risk of forfeiting all rights, be reported to us in writing within 7 days of the date of the order confirmation.

Article 3

Prices 3.1 Unless specified otherwise, all our prices are exclusive of VAT and in Euros. 3.2 Unless explicitly agreed otherwise, the agreed price shall be exclusive of costs of transportation, loading, and unloading. 3.3 In the event that the exchange rates, etc. were to change or the purchase price and/or other costs relating to the agreement were to rise after the offer date, we reserve the right to increase the initially agreed prices accordingly, under observance of existing statutory provisions. 

Article 4

Payment 4.1 Payment must be made within 30 days of the invoice date, unless agreed otherwise. 4.2 The customer must always make payment without applying any kind of deduction or discount, and without suspending his performance or making payment conditional on any performance on our side (or having a third party do so). 4.3 We reserve the right to require the customer to provide security for compliance with his obligations, and for payment of the purchase price in particular. How security is to be provided shall be at our discretion. Non-compliance with a written reminder from us to that effect shall entitle us to claim payment of the purchase price, or to consider the purchase agreement as dissolved without judicial intervention being required and without prejudice to our right to compensation. 4.4 In the event of late payment, we shall be entitled to charge late-payment interest at a rate of 1.5% per month on the full payable amount from the due date to the date the full amount due is paid, whereby part of a month shall be equated with one full month for the purposes of interest calculation. 4.5 All collection charges, both judicial and extrajudicial charges, shall fall to the customer. Alternatively, extrajudicial collection charges shall be fixed at 15% of the unpaid part of the principal sum, with a minimum of €500.

Article 5

Delivery and shipment 5.1 How goods are shipped, packaged, and transported is fully at our discretion, unless explicitly agreed otherwise in writing.  Unless agreed otherwise, delivery will be ex warehouse. 5.2 Transportation of goods shall be at the customer’s risk. 5.3 When part of an order is ready to be shipped, we reserve the right to either ship this part of the order or wait until all ordered goods are ready. Invoices relating to a partial delivery must be paid by the customer within the payment term. 5.4 As long as the customer continues to fail to pay one or multiple invoices after the due date, all future deliveries may be suspended until full payment has been received, without prejudice to our right to cancel the order(s) and claim compensation. 5.5 Stated delivery terms can never be considered deadlines. Exceeding a delivery term does not constitute a default on our part, and shall therefore not entitle the customer to fully or partially terminate the agreement. The customer shall in this case not be entitled to compensation. In the event of late delivery, we must therefore be held in default in writing, providing a reasonable term for compliance. A reasonable term is a term that is generally considered to be reasonable in the industry. 5.6 For delivery of items to the customer by us, the customer shall ensure unhindered access to the unloading site over paved roads or appropriate waterways. 5.7 If delivery on a call-off basis has been agreed, the customer must make reasonable arrangements, in consultation with us, for regular receipts of deliveries, as per a regular time schedule as much as possible. 5.8 In the event of non-receipt or late receipt by the customer, or failed call-off or late or incomplete call-off of the purchased items by the customer, the customer shall be liable to pay us contractual interest at a rate of 1.5% per month or part of a month, as well as storage costs, while non-receipt within the term or within a reasonable term entitles us to proceed to a covering sale of the goods. The customer shall be fully liable for all losses that we – aside from the aforementioned interest and storage cost – suffer, such as the difference between the agreed purchase price and the price charged for the covering sale.

Article 6

Retention of title 6.1 As long as the customer has not paid the full purchase price with possible additional costs and a possible claim for compensation from us on account of an attributable shortcoming on the part of the customer, or has not provided satisfactory security for payable amounts, we retain the right of ownership of the items. 6.2 The customer is entitled to alienate the items in the usual manner employed for his operations. He can, however, not pledge or sell to third parties, or otherwise establish limited rights on, or claim such rights on, items for which we have retained the right of ownership. If the customer, based on the existing situation, has to assume or foresees that he is no longer able, or will no longer be able, to meet his business obligations, he shall no longer be entitled to dispose of the items. The customer shall in this case notify us immediately and make the items available to us on request and without delay. The customer shall notify us in writing of any seizure of our items. The customer shall be required to take out and pay for insurance against risks including fire, explosion, burglary, and theft, and submit the relevant policies to us on request. 6.3 The customer is, on first request by us to that effect, cooperate in establishing a right of pledge on claims the customer has received or will receive from his customers, as part of the reselling of items. In this case, we are also entitled to opt either for a disclosed or an undisclosed pledge.

Article 7

Guarantees, complaints 7.1 We guarantee that items supplied by us are sound and comply with requirements that are part of standard business practice in our industry. Minor deviations in terms of quality, scent, weight, etc. that are deemed acceptable in general business practice shall not constitute grounds for complaint. The customer is required to inspect the items immediately upon delivery, unless it has been agreed that inspection will be conducted prior to delivery. 7.2 After the items inspected by or on behalf of the customer have been accepted, the customer shall no longer be entitled to lodge a complaint regarding the quality of the supplied items and/or the condition of the items. 7.3 In all other cases, the customer must – in the event that the delivered items do not comply with the agreement – lodge a complaint with us within 5 days after delivery, stating the actual problems or complaints of the customer. 7.4 If no complaints are lodged within the relevant term, delivered items shall be considered to fully meet the agreement between the parties. 7.5 If an item is not in compliance with the agreement, we shall only be obliged towards the customer to accept return of the item or items and – at our discretion – replace them by other items that do comply with the agreement, or refund the purchase price along with simultaneous termination of the purchase agreement.

Article 8

Liability for loss 8.1 We cannot be held liable for losses suffered by the customer, including but not limited to trading loss, indirect or consequential loss, as a result of actions or omissions on our part or the part of third parties brought in by us, unless it is a case of intent or gross negligence.  8.2 We do not guarantee that the items we supply will not breach third-party rights and we cannot be held liable for (the consequences of) erroneous information on labels, price lists, leaflets, brochures, etc., regardless of whether it was inserted by us or a third party. 8.3 Our liability shall in any case be limited to the amount covered by our liability insurer in the case in question, plus the applicable excess. 8.4 If, for any reason, none of the insurance policies referred to under 8.3 covers any amount, our liability shall be limited to the extent of the amount invoiced for the supplied items. 8.5 In the event that a third party were to hold us liable for any loss, for which our liability is excluded under these general terms and conditions, the customer shall be required to fully indemnify us and compensate us for all amounts we would be liable to pay to the third party in question. This would be the case, for example, albeit not exclusively, when the customer has modified the appearance of items and packaging we supply. 8.6 Any claim for compensation shall expire one year after the day following the day on which the customer with loss and our liability have become known.

Article 9

Termination, non-attributable failure (force majeure) 9.1 Without prejudice to our other rights, we reserve the right to, in the event that force majeure causes us to be unable to execute the agreement, suspend execution of the agreement for the period during which the situation of force majeure endures or fully or partially terminate the agreement without judicial intervention, without this making us liable for any kind of compensation, and without this leading to any kind of reduction of the price of items that have already been delivered. 9.2 ‘Force majeure’ shall in any case cover any circumstance as a result of which the customer cannot reasonably require compliance with the agreement, including war, threat of war, civil war and uprising, industrial action, exclusion of workers, transport difficulties, water damage, failed harvest, fire, and other failures at our company or at our suppliers’, as well as all other circumstances that we could not reasonably have foreseen and which are beyond our control. 9.3 If the customer were to fail to comply, in full or on time, with any obligations falling to him under the agreement (including the obligation to pay (on time)), as well as in case of bankruptcy, suspension of payments, cessation or liquidation of the company of the customer, or if the customer's company is taken over and/or actual management is transferred, we reserve the right to suspend the agreement without proof of default and judicial intervention being required, or to consider the agreement fully or partially terminated, without prejudice to our other rights, and without this leading to us being liable for compensation. In this case, any claim we have or obtain against the customer shall be payable immediately and in full.

Article 10

Disputes 10.1 All agreements between us and a customer, to which these general terms and conditions apply, shall exclusively be governed by Dutch law. 10.2 All disputes ensuing from agreements entered into with us shall be submitted to the competent court in ’s-Hertogenbosch.



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