Royal Taste Company B.V.
Birkstraat 143 A
3768 HE SOEST
Registration number Chamber of Commerce in Hilversum: 32089044
ARTICLE 1: APPLICABILITY
These terms and conditions apply to all offers and all agreements for the performance of work and / or the purchase and sale of Royal Taste Company B.V. established in Soest, hereinafter referred to as “the user”.
The client or buyer will hereinafter be referred to as “the other party”.
Other terms and conditions only form part of the agreement concluded between the parties if and insofar as both parties have explicitly agreed this in writing.
The acceptance and retention of an offer or order confirmation by the other party without comment, on which reference is made to these terms and conditions, counts as consent to their application.
The possible inapplicability of (part of) a provision of these general terms and conditions does not affect the applicability of the other provisions.
ARTICLE 2: AGREEMENTS
Agreements only become binding upon written confirmation from the user.
Additions or changes to the general terms and conditions or other changes or additions to the agreement will only become binding after written confirmation by the user.
ARTICLE 3: OFFERS
All offers, quotations, price lists, delivery times, etc. of the user are without obligation, unless they contain a term for acceptance. If a quotation or offer contains a non-binding offer and this offer is accepted by the other party, the user has the right to revoke the offer within 2 working days after receipt of the acceptance.
Samples, brochures and / or models, etc. shown and provided are only indicative. No rights can be derived from this, unless the parties have explicitly agreed otherwise in writing.
A. If between the date of the conclusion of the agreement and the implementation of the agreement by the government and / or trade unions, changes are made to wages, employment conditions, social insurance and the like, the user is entitled to pass on the increases to the other party. . If a new price list is issued by the user and / or suppliers and takes effect between the aforementioned dates, the user is entitled to charge the prices stated therein to the other party.
If the other party is a natural person who does not act in the exercise of a profession or business, price increases may be passed on or charged in the aforementioned sense 3 months after the conclusion of the agreement. In case of price increases within a period of less than 3 months, the other party is entitled to dissolve the agreement.
ARTICLE 4: ENGAGEMENT THIRD PARTIES
The user is authorized to engage third parties for the implementation of what has been agreed.
ARTICLE 5: DELIVERY / WORK PERFORMED AND PERIODS
Delivery does not take place carriage paid, unless the parties have explicitly agreed otherwise in writing.
Stated terms within which goods must be delivered or work must be performed can never be regarded as deadlines, unless explicitly agreed otherwise in writing. In the event of late delivery or termination of the work, the user must therefore be given written notice of default.
In the case of delivery or the performance of work in parts, each delivery or phase is regarded as a separate transaction.
The risk regarding the delivered goods transfers to the other party at the time of delivery.
If it proves impossible to deliver non-perishable or perishable items and / or other items to the other party or to carry out the work to be performed, due to a cause within the sphere of the other party, the user reserves the right to use the ordered to store goods and / or materials purchased for the performance of the work at the expense and risk of the other party. The user informs the other party in writing of the storage and / or the impediment in the performance of the work to be performed, and also sets a reasonable period within which the other party must enable the user to resume the work and / or the goods. to deliver.
If, even after expiry of the reasonable period set by the user, as stipulated in the previous paragraph of this article, the other party remains in default of fulfilling its obligations, the other party is due to the mere lapse of 1 (one) month, calculated from the date of storage or obstruction in the performance of the work to be performed, in default and the user has the right to conclude the agreement in writing and with immediate effect, without prior or further notice of default, without judicial intervention and without compensation of damage, costs and interest to be obliged to dissolve in whole or in part.
Storage of goods as referred to in paragraph 5 of this article is only possible if the goods to be delivered are suitable for this and do not suffer any loss of quality. The user, as an expert, will decide on this independently and alone. If storage of the goods to be delivered is not possible, the user will endeavor to sell the goods. If the user is unable to sell the items concerned, he reserves the right to destroy the items. In the event of the sale or destruction of the goods as described above, the relevant agreement will be deemed to have been dissolved, without prejudice to the user’s right to claim compensation for damage and / or lost profit.
The provisions of this article do not affect the obligation of the other party to pay the agreed or stipulated or owed price, as well as any storage costs and / or other costs. Any sales amount received pursuant to paragraph 7 of this article will be deducted from what the other party owes the user.
The user is authorized – with regard to the fulfillment of financial obligations of the other party – to demand advance payment or security from the other party before proceeding to delivery.
ARTICLE 6: PROGRESS, PERFORMANCE OF THE WORK
If the deliveries or work cannot take place normally or without interruption due to causes through no fault of the user, the user is entitled to charge the resulting costs, including travel costs, to the other party.
If during the execution of the agreement it appears that this is unenforceable, either as a result of circumstances unknown to the user or due to any force majeure, then the user has the right to demand that the order given to him is amended in such a way that the execution of the assignment becomes possible, except when this will never be possible as a result of the unknown circumstances or force majeure. The user is then entitled to full reimbursement of the work already performed or costs incurred by the user.
All expenses incurred by the user at the request of the other party are entirely for the account of the latter, unless explicitly agreed otherwise in writing.
ARTICLE 7: TRANSPORT
Items ordered will be shipped in a manner to be determined by the user, but at the expense and risk of the other party, unless the parties have expressly agreed otherwise in writing.
The user is not liable for damage, of whatever nature and form, related to transport, whether or not suffered from the goods.
The other party must take out adequate insurance against the aforementioned risks.
The other party guarantees that the place of destination or unloading location is easily accessible and is responsible for unloading or unloading.
Orders and / or deliveries that have not been accepted are stored, or sold or destroyed by the user, at the expense and risk of the other party, all this in accordance with the provisions of Article 5.
ARTICLE 8: PACKAGING
The packaging not intended for single use, in which goods are delivered, remain the property of the user and may not be used by the other party for purposes other than those for which they are intended.
The user is entitled to charge a deposit for this packaging to the other party. The user is obliged to take back this packaging, provided that it is returned carriage paid, at the price charged to the other party, during a period determined by the user after the delivery date.
If packaging is damaged, incomplete or lost, the other party is liable for this damage and its right to a refund of the deposit will lapse.
If it should prove necessary – at the discretion of the user – packaging will be charged to the other party at cost price and will not be taken back.
ARTICLE 9: COMPLAINTS AND RETURNS
The other party is obliged to check them immediately upon receipt of non-perishable or perishable items and / or other items. If the other party finds visible errors, imperfections and / or defects, this must be noted on the consignment note or consignment note and immediately brought to the attention of the user, or the other party must inform the user within 24 hours of receipt or termination of the to notify the activities of this, followed by immediate written confirmation to the user.
Other complaints must be reported to the user by registered letter within 8 days after receipt of the goods or termination of the work.
Contrary to the provisions of the previous paragraph of this article, complaints of any nature whatsoever with regard to items with a short shelf life must be reported to the user in writing or by fax by the other party within 48 hours of delivery.
If the aforementioned complaint (s) is / are not made known to the user within the periods referred to there, the goods are deemed to have been received in good condition or the work to be carried out is deemed to have been properly carried out.
Items ordered are delivered in the wholesale packaging in stock with the user. Minor deviations with regard to specified sizes, weights, numbers, colors and the like do not count as shortcomings on the part of the user.
Complaints do not suspend the other party’s payment obligation.
The user must be enabled to investigate the complaint.
If a return shipment proves necessary for the investigation into the complaint, this will only be at the expense and risk of the user if the latter has given his explicit written consent in advance.
In all cases, return shipment takes place in a manner to be determined by the user and in the original packaging or packaging. Returns are for the account and risk of the other party, unless the user declares the complaint to be well-founded.
If the goods have changed in nature and / or composition, have been fully or partially treated or processed, damaged or repackaged after delivery, all right to complain will lapse.
In case of justified complaints, the damage will be settled in accordance with the provisions of Article 10.
ARTICLE 10: LIABILITY
The user performs his task as may be expected of a company in his industry, but accepts no liability for damage, including consequential damage, which is the result of his actions or omissions in the broadest sense of the word, except insofar as this is due to gross negligence, gross negligence and / or intent, or if otherwise ensuing from statutory provisions of mandatory law. The same limitation applies to staff members and / or other third parties that the user engages in the performance of his work.
Without prejudice to the provisions of the other paragraphs of this article, the liability of the user – for whatever reason – is limited to the amount of the net price of the goods delivered or the work performed. Compliance with this provision applies as the sole and full compensation.
Without prejudice to the provisions of the previous paragraph of this article, the user is never obliged to pay compensation that exceeds the insured amount, insofar as the damage is covered by insurance taken out by the user.
If visible errors, imperfections and / or defects occur in the materials used in the performance of the work or in the goods delivered, which must have already been present at the time of delivery, the user undertakes those goods – at his discretion – free of charge. repair or replace.
The user guarantees the usual normal quality of the delivered goods. Due to the nature of the business, the user cannot provide any guarantee.
If the user obtains raw materials from third parties for the production of the goods, the user bases the behavior and properties of these raw materials on the information provided to the user by the producer or supplier of those raw materials. On the basis of the foregoing, the user is not liable for damage, of whatever nature, arising in connection with the processed raw materials.
A. In all cases, the term within which the user can be held liable for compensation for damage established is limited to 6 months, calculated from the moment when the liability for compensation has been established.
B. If the other party is a natural person who does not act in the exercise of a profession or business, a maximum period of 1 (one) year applies, calculated from the moment when the liability for compensation has been established, within which the user can be held liable for compensation for damage established.
The other party loses its rights against the user, is liable for all damage and indemnifies the user against any claim from third parties with regard to compensation if and insofar as:
the aforementioned damage has arisen due to improper use and / or incompetent use and / or improper storage (storage) of the delivered goods by the other party;
the aforementioned damage has arisen due to errors and / or inaccuracies in data, raw materials, etc. that have been provided and / or prescribed to the user by or on behalf of the other party;
C. the aforementioned damage has arisen because the other party has not acted in accordance with the instructions and / or advice given by the seller;
D. The aforementioned damage has arisen because the other party itself or a third party has carried out operations on the delivered goods or processed the goods delivered on the instructions of the other party.
ARTICLE 11: PAYMENT
Payment must be made within the due date indicated on the invoice, unless the parties have explicitly agreed otherwise in writing.
If an invoice has not been paid in full after the expiry of the period referred to in paragraph 1:
A. from that time, a credit limitation surcharge of 1% will be charged to the other party, without further notice of default being required;
B. the other party will owe the user default interest of 1% per month, to be calculated cumulatively on the principal sum. Parts of a month are considered full months in these;
C. the other party, after being reminded by the user to do so, will owe a minimum of 15% of the sum of the principal sum and the default interest with regard to extrajudicial costs, with an absolute minimum of € 150.00;
D. the user has the right, for each payment reminder, reminder and the like sent to the other party, to charge the other party an amount of at least € 20.00 for administration costs. The user will state this in the agreement and / or on the invoice.
At the discretion of the user, the agreement can be dissolved in whole or in part in previous or similar circumstances, without further notice of default or judicial intervention, whether or not combined with a claim for compensation.
If the other party has not fulfilled its payment obligations in time, the user is entitled to suspend the fulfillment of the obligations entered into towards the other party to deliver or to perform work 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 a reasonable suspicion that there are reasons to doubt the creditworthiness of the other party.
Payments made by the other party always serve to settle all interest and costs owed and subsequently of due and payable invoices that have been outstanding the longest, unless the other party explicitly states in writing at the time of payment that the payment relates to a later invoice.
A. If the other party, for whatever reason, has or will obtain one or more counterclaims against the user, the other party will waive the right to set-off with regard to these claim (s). The aforementioned waiver of the right to set-off also applies if the other party applies for a moratorium or is declared bankrupt.
The provisions under A of this paragraph do not apply if the other party is a natural person who is not acting in the exercise of a profession or business.
ARTICLE 12: INTELLECTUAL PROPERTY RIGHTS
The user is entitled to rights of industrial and intellectual property with regard to the content and form of drawings, designs, products, descriptions or advice, etc.
The exercise of the rights referred to in the previous paragraph – including disclosure or transfer of data – is expressly and exclusively reserved to the user, both during and after the execution of the order.
Only after payment of the amount owed to the user as a result of a concluded agreement will the other party have a right of use in respect of the foregoing.
ARTICLE 13: RETENTION OF OWNERSHIP
The user reserves the ownership of goods delivered and to be delivered until such time as the other party has fulfilled its related payment obligations towards the user. These payment obligations consist of the payment of the purchase price, plus claims with regard to work performed in connection with that delivery, as well as claims with regard to, possible, compensation for failure to fulfill obligations on the part of the other party.
In the event that the user invokes the retention of title, the agreement concluded in this respect will be deemed to have been dissolved, without prejudice to the user’s right to claim compensation for damage, lost profit and interest.
The other party is obliged to immediately inform the user in writing of the fact that third parties are asserting rights to goods that are subject to retention of title pursuant to this article.
ARTICLE 14: PLEDGE / WARRANTAGE
Until the time when the other party has fully complied with its related payment obligations towards the user, the other party is not authorized to pledge delivered goods to third parties and / or to establish a non-possessory pledge on them, and / or the goods for storage in to transfer the actual power of one or more financiers (warrantage), as this will be regarded as attributable non-performance on his part. The user can then immediately, 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 15: BANKRUPTCY, LACK OF DISPOSAL, etc.
Without prejudice to the provisions of the other articles of these terms and conditions, the agreement concluded between the other party and the user will be dissolved without judicial intervention and without any notice of default being required, at the time when the other party is declared bankrupt, (provisional) applies for a moratorium, is subject to an enforceable attachment, is placed under guardianship or administration or otherwise loses the power of disposition or legal capacity with regard to his assets or parts thereof, unless the bankruptcy trustee or the administrator recognizes the obligations arising from the agreement as an estate debt.
ARTICLE 16: FORCE MAJEURE
In the event that compliance with that which the user is obliged to do under the agreement concluded with the other party is not possible and this is due to non-compliance on the part of the user and / or on the part of the party engaged for the execution of the agreement third parties or suppliers, or in the event that another serious reason arises on the part of the user, the user is entitled to dissolve the agreement concluded between the parties, or the fulfillment of his obligations towards the other party for a period to be determined by the user. a reasonable term without being obliged to pay any compensation. If the aforementioned situation arises when the agreement has been partially executed, the other party is obliged to fulfill its obligations towards the user up to that time.
Circumstances in which there will be a non-attributable non-performance will include: war, riots, mobilization, domestic and foreign riots, government measures, strike and lockout by workers or threat of these and similar circumstances; disruption of the currency relations existing at the time of entering into the agreement; business disruptions due to fire, accident or other incidents and natural phenomena, irrespective of whether the non-compliance or late fulfillment takes place at the user’s, his suppliers or third parties engaged by him for the performance of the agreement.
In the event that the other party should in any way remain in default towards the user to promptly fulfill its obligations, in the event of a suspension of payment, application for (provisional) suspension of payments, bankruptcy, enforceable attachment, transfer of assets or liquidation of the other party’s all that is owed by him to the user under any contract, immediately and fully due and payable.
ARTICLE 17: CANCELLATION AND DISSOLUTION
A. The other party waives all rights to dissolve the agreement pursuant to article 6: 265 et seq. Of the Civil Code or other statutory provisions, unless cancellation has been agreed under this article.
The provisions under A of this paragraph do not apply if the other party is a natural person who is not acting in the exercise of a profession or business.
Cancellation by the other party is only possible if the user agrees. In that case, the other party is obliged to the user, in addition to compensation of at least 30% of the purchase price or agreed price, to purchase goods already ordered, if not treated or processed, against payment of the cost price. The other party is liable to third parties for the consequences of the cancellation and indemnifies the user in this regard.
Amounts already paid by the other party will not be refunded.
ARTICLE 18: APPLICABLE LAW / COMPETENT COURT
Only Dutch law applies to the agreement concluded between the user and the other party. Disputes arising from this agreement will also be settled under Dutch law.
Any disputes will be settled by the competent Dutch court, albeit that the user has the authority to bring a case before the competent court in the place where the user is established, unless the subdistrict court has jurisdiction in the matter.
If the other party is a natural person who does not act in the exercise of a profession or business, the other party shall notify the other party within 1 (one) month after the user has notified the other party that the case will be submitted to the court. may make him choose to settle the dispute by the legally competent court.
With regard to disputes arising from the agreement concluded with a counterparty that is established outside the Netherlands, the user is entitled to act in accordance with the provisions of paragraph 2 of this article or – at his choice – to bring the disputes before the competent court. in the country or state where the other party is established.