NederlandsRegistration number Chamber of Commerce in Amsterdam: 83078398
ARTICLE 1: APPLICABILITY
These terms and conditions apply to all offers and to all agreements for the performance of work and/or purchase and sale of Cafecito Groothandel BV established in Amsterdam, hereinafter referred to as “the user”. The principal or purchaser will hereinafter be referred to as “the other party”.
Conditions to the contrary only form part of the agreement concluded between the parties if and insofar as both parties have expressly agreed this in writing.
The acceptance and retention by the other party without comment of a quotation or order confirmation, to which reference is made to these terms and conditions, is considered to be consent to their application.
The possible inapplicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the other provisions.
ARTICLE 2: AGREEMENTS
Agreements are only binding upon written confirmation from the user.
Additions or changes to the general terms and conditions or other changes or additions to the agreement 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.
Shown and provided samples, brochures and/or models, etc. are only indicative. No rights can be derived from this, unless the parties have expressly agreed otherwise in writing.
A. If changes are made to wages, employment conditions, social insurance and the like between the date of the conclusion of the agreement and the implementation of the agreement by the government and/or trade unions, the user is entitled to pass on the increases to the other party. . Should a new price list be issued by the user and/or suppliers and come into effect between the aforementioned dates, the user is entitled to charge the prices stated therein to the other party.
In the event that the other party is a natural person who does not act in the course of a profession or business, price increases may be passed on or charged within 3 months after the conclusion of the agreement. In the event of price increases within a period of less than 3 months, the other party is authorized to dissolve the agreement.
ARTICLE 4: ENTRY THIRD PARTIES
The user is authorized to engage third parties for the implementation of what has been agreed.
ARTICLE 5: DELIVERY / WORK PERFORMED AND TERMS
Delivery is not carriage paid, unless the parties have expressly agreed otherwise in writing. Specified periods within which goods must be delivered or work must be performed can never be regarded as strict deadlines, unless expressly 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 event of delivery or the performance of work in parts, each delivery or phase will be regarded as a separate transaction. The risk regarding the delivered goods is transferred 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 for the ordered to store goods and/or the materials purchased for the performance of the work at the expense and risk of the other party. The user shall notify the other party in writing of the storage performed and/or the impediment to the performance of the work to be performed, and shall also set a reasonable term within which the other party must enable the user to resume the work and/or to deliver. If the other party also after expiry of the reasonable term set by the user,as stipulated in the previous paragraph of this article, fails to fulfill its obligations, the other party is by the mere lapse of 1 (one) month, calculated from the date of storage or hindrance in the execution of the work to be performed, in default and the user has the right to dissolve the agreement in writing and with immediate effect, without prior or further notice of default, without judicial intervention and without being obliged to pay compensation for damages, costs and interest, in whole or in part.in default and the user has the right to dissolve the agreement in writing and with immediate effect, without prior or further notice of default, without judicial intervention and without being obliged to pay compensation for damages, costs and interest, in whole or in part.in default and the user has the right to dissolve the agreement in writing and with immediate effect, without prior or further notice of default, without judicial intervention and without being obliged to pay compensation for damages, costs and interest, 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 lend themselves to it and do not incur any loss of quality. As an expert, the user will decide on this independently and alone. If storage of the goods to be delivered is not possible, the user will make every effort to sell the goods. If the user fails to sell the relevant items, he reserves the right to destroy the items. In the event of sale or destruction of the goods as described above, the agreement concluded in this regard shall 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 the other party’s financial obligations – to demand advance payment or security from the other party, before proceeding with delivery.
ARTICLE 6: PROGRESS, IMPLEMENTATION OF 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 other party for the costs resulting therefrom, including call-out costs.
If during the execution of the agreement it appears that it is unfeasible, either as a result of circumstances unknown to the user or due to any force majeure whatsoever, then the user has the right to claim that the order given to him is changed in such a way that the execution of the assignment becomes possible, except when this will never be possible as a result of unknown circumstances or force majeure. The user is then entitled to full compensation for the work already performed or costs incurred by the user.
All expenses incurred by the user at the request of the other party will be fully borne by the latter, unless expressly agreed otherwise in writing.
ARTICLE 7: TRANSPORT
Shipment of ordered goods takes place 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, that is related to the transport, whether or not suffered from the goods. The other party must take out adequate insurance against the aforementioned risks.
The other party guarantees good accessibility of the destination or unloading location and is responsible for the unloading or unloading.
Orders or deliveries that have not been accepted will be stored, sold or destroyed by the user, at the expense and risk of the other party, in accordance with the provisions of Article 5.
ARTICLE 8: PACKAGING
Packaging, which is not intended for one-time 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, if 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 lapses.
If – at the discretion of the user – it should prove necessary, 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 inspect 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 waybill or consignment note and immediately brought to the attention of the user, or the other party must inform the user within 24 hours after receipt or termination of the activities thereof, followed by immediate written confirmation to the user.
Other complaints must be reported to the user by registered letter within 14 days of receipt of the goods or termination of the work.
Contrary to the provisions of the previous paragraph of this article, complaints of whatever nature 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 at the latest. If the above-mentioned complaint(s) has not been made known to the user within the periods referred to therein, the goods will be deemed to have been received in good condition or the work to be performed will be deemed to have been performed properly.
Ordered goods are delivered in the wholesale packaging that is in stock at the user’s. Minor deviations with regard to specified sizes, weights, numbers, colors and the like are not considered a shortcoming on the part of the user.
Complaints do not suspend the payment obligation of the other party.
The user must be given the opportunity to investigate the complaint.
If return shipment proves necessary for the investigation of the complaint, this will only take place at the expense and risk of the user if the latter has given its express written consent in advance.
In all cases, return will be made in a manner to be determined by the user and in the original packaging or packaging. Returns are made at the expense and risk of the other party, unless the user declares the complaint to be well-founded.
If the nature and/or composition of the goods have changed, have been wholly or partially treated or processed, damaged or repackaged after delivery, any right to complain will lapse.
In the event of justified complaints, the damage will be settled in accordance with the provisions of Article 10.
ARTICLE 10: LIABILITY
The user performs his duties as may be expected of a company in its industry, but does not accept any liability for damage, including consequential damage, which is the result of his act or omission in the broadest sense of the word, except insofar as this is due to his gross negligence, gross negligence and/or intent, or if the statutory provisions of mandatory law dictate otherwise. The same restriction 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 user’s liability – for whatever reason – is limited to the amount of the net price of the goods delivered or the work performed. Compliance with this provision is 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 an insurance policy 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 delivered goods that must already have been present at the time of delivery, the user undertakes to provide these goods – at his choice – free of charge. to be repaired or replaced.
The user guarantees the usual normal quality of the delivered goods. Due to the nature of the business, the user cannot provide any guarantees.
If the user obtains raw materials from third parties for the production of the goods, the user bases himself with regard to the behavior and properties of these raw materials on the data 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 period within which the user can be held liable for compensation for established damage is limited to 6 months, calculated from the moment when the liability for compensation has been established.
In the event that the other party is a natural person who does not act in the course of a profession or business, a maximum term of 1 (one) year applies, calculated from the moment when the liability for compensation has been established, within which the user can compensation for established damage can be claimed.
The other party loses its rights vis-à-vis the user, is liable for all damage and indemnifies the user against any claim by third parties with regard to compensation if and insofar as: the aforementioned damage is caused by incompetent and/or use that is contrary to the instructions of the user and/ or improper storage (storage) of the delivered goods by the other party;
the aforementioned damage is caused by errors and/or inaccuracies in data, raw materials, etc. 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 delivered goods on the instructions of the other party.
ARTICLE 11: PAYMENT
Payment must be made within the due date stated on the invoice, unless the parties have expressly agreed otherwise in writing.
If an invoice has not been paid in full after the term referred to in paragraph 1:
A. a credit restriction surcharge of 1% will be charged to the other party from that time, without further notice of default being required;
B. the other party will owe the user default interest in the amount of 1% per month to be calculated cumulatively on the principal sum. Parts of a month are regarded as full months in these;
C. the other party will owe a minimum of 15% of the sum of the principal and the default interest with an absolute minimum of € 150.00, after having been warned by the user to do so, with regard to extrajudicial costs;
D. the user has the right to charge the other party an amount of at least € 20.00 for each payment reminder, demand for payment, etc. for each payment reminder sent to the other party. The user will state this in the agreement and/or on the invoice.
At the user’s discretion, the agreement may be dissolved in whole or in part in the preceding or corresponding circumstances, without further notice of default or judicial intervention being required, whether or not combined with a claim for compensation.
If the other party has not fulfilled its payment obligations in time, the user is authorized 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 before the moment of default if the user has 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 to settle the longest outstanding invoices due, unless the other party expressly states in writing upon payment that the payment relates to a later invoice.
A. If the other party, for whatever reason, has or will acquire one or more counterclaims against the user, the other party waives 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 suspension of payments or is declared bankrupt.
The provisions of sub A of this paragraph do not apply if the other party is a natural person who does not act in the course of a profession or business.
ARTICLE 12: INTELLECTUAL PROPERTY RIGHTS
The user is entitled to industrial and intellectual property rights 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 for the user, both during and after the execution of the assignment.
Only after payment of the amount owed to the user as a result of a concluded agreement, the other party is entitled to a right of use with regard to the foregoing.
ARTICLE 13: RETENTION OF TITLE
The user retains title to the goods delivered and to be delivered until the time when the other party has fulfilled its payment obligations towards the user in connection therewith. Those payment obligations consist of payment of the purchase price, increased by claims in respect of work performed in connection with that delivery, as well as claims in respect of any damages due to failure to fulfill obligations on the part of the other party. If the user invokes the retention of title, the agreement concluded in this regard shall 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 exercising rights to goods that are subject to retention of title by virtue of this article.
ARTICLE 14: PAYMENT/WARRANTY
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 to store the goods in to bring the actual power of one or more financiers (warrantage), as this will be regarded as an attributable failure on his part. The user can then immediately, without being held to any notice of default, suspend its 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, DISCLOSURE, 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 disposal or legal capacity with regard to its assets or parts thereof, unless the trustee in bankruptcy or the administrator acknowledges the obligations arising from the agreement as debt of the estate.
ARTICLE 16: FORCE MAJEURE
In the event that fulfillment of that which the user is obliged to under the agreement concluded with the other party is not possible and this is due to non-attributable 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 important reason arises on the part of the user, the user is entitled to dissolve the agreement concluded between the parties, or to fulfill its obligations towards the other party during a period to be determined by him. within a reasonable period of time without being obliged to pay any compensation. If the above situation occurs when the agreement has been partially performed,the other party is obliged to fulfill its obligations towards the user up to that moment.
Circumstances in which there will be non-attributable non-compliance will include: war, riot, mobilization, domestic and foreign riots, government measures, strikes and exclusion by workers or the threat of these and similar circumstances; disruption of the currency relations existing at the time of entering into the agreement; operational disruptions due to fire, accident or other incidents and natural phenomena, irrespective of whether the non-fulfilment or late fulfillment takes place at the user’s, its suppliers or third parties engaged by it for the execution of the contract.
In the event that the other party should in any way fail to promptly fulfill its obligations towards the user, in the event of cessation of payment, application for a (provisional) suspension of payments, bankruptcy, executory attachment, assignment of assets or liquidation of the other party’s company, all that which it owes 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 ff of the Dutch Civil Code or other statutory provisions, unless cancellation has been agreed under this article. The provisions of sub A of this paragraph do not apply if the other party is a natural person who does not act in the course 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 items already ordered, in that case 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
The agreement concluded between the user and the other party is exclusively governed by Dutch law. 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 is entitled to bring a case before the competent court in the place where the user is established, unless the subdistrict court is competent in this regard.
If the other party is a natural person who does not act in the exercise of a profession or business, the other party will 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. can make it opt for the dispute to be settled by the legally competent court.
With regard to disputes arising from the agreement concluded with a counterparty established outside the Netherlands, the user is entitled to act in accordance with the provisions of paragraph 2 of this article or – at his option – to submit the disputes to the competent court. in the country or state where the other party is established.