TERMS AND CONDITIONS
TERMS AND CONDITIONS
GENERAL SALE AND DELIVERY CONDITIONS OF L’OMORE
Located in Amsterdam, (registered Trade Register Chamber of Commerce Amsterdam file no.71615989)
Article 1: Scope
These terms and conditions apply in full to all obligations arising from the agreement to which these terms and conditions have been declared applicable, unless otherwise agreed in writing. They also apply to all obligations arising from agreements concluded and to be concluded between the parties or from pre-contractual legal relationships.
Applicability of the conditions used by the customer is hereby excluded, unless otherwise agreed in writing. In the latter case, if there is a conflict between the present terms and conditions and the terms and conditions used by the customer, these terms and conditions will prevail.
If any provision of these terms and conditions is not valid for whatever reason, these terms and conditions will remain in force for the remainder and the parties will provide in mutual consultation for an arrangement to replace the invalid provision, while retaining its purport as much as possible.
Article 2: Parties
In these conditions the parties are referred to as “supplier” and “buyer”. “Supplier” is understood to mean L’OMORE. “Customer” is understood to mean the catering company, retailer, wholesaler, or any other other party other than the consumer.
Article 3: Registration
In order to be able to use the online (order) system of the supplier, the customer must register to create an account and obtain login details. Registration takes place by filling in and sending the appropriate (electronic) form. The customer is obliged to truthfully complete the registration form. By registering, the customer declares to be authorized to place orders and to act in the exercise of a profession or business.
The supplier provides the customer with the login details, in principle by e-mail. The customer is not obliged to log in to and use the account and to use the account exclusively for business purposes. Use and / or abuse of the customer’s account is exclusively at the expense and risk of the customer. The customer is obliged to keep the login details secret. The customer is liable for damage to be suffered by the supplier as a result of the use by third parties of the customer’s account.
The customer must notify the supplier if and as soon as the customer knows or suspects that the login details have come into the hands of unauthorized persons. The supplier is entitled to take effective measures in response.
Article 4: Offers / orders
All offers, in whatever form, are without obligation, unless otherwise agreed in writing.
Orders are only binding for the supplier when they have been confirmed by the supplier in writing, or upon actual execution.
The Supplier reserves the right to determine minimum quantities and a minimum purchase amount for each of the goods to be delivered by it.
Article 5: Prices
Unless otherwise agreed in writing and / or indicated by the supplier, not all prices quoted include shipping costs, but all levies, taxes and excise duties, etc., but exclusive of VAT, deposits, deposits and, where applicable, any separately specified surcharges.
The supplier can charge processing costs and shipping costs per invoice.
If the delivery represents an amount lower than the minimum amount / quantity to be determined by the supplier as referred to in Article 4 paragraph 3, an order size surcharge may be charged.
For urgent orders over the weekend, ie orders that must be delivered in the period between Friday evening 5 p.m. and Monday morning 9 a.m., a weekend service surcharge applies.
A risk and administrative surcharge applies for cash payments.
Promotion items cannot be returned. Promotional items are completely excluded from any bonus and / or discount agreements.
Supplier charges handling costs when returning full goods.
For the products delivered directly to the customer by the supplier, prices and surcharges apply as determined at the time of delivery in the supplier’s price list. The relevant price list has been declared applicable in the agreement between the supplier and the customer.
The supplier is at all times entitled to make price changes, which changes the customer is bound to.
Article 6: Delivery / term of delivery
Unless otherwise agreed in writing, delivery takes place free domicile to the delivery address agreed with the customer. The supplier is free to choose the mode of transport of the goods to be delivered. Transportation or relocation on site and / or within the business premises of the customer are not included in the aforementioned delivery and are at the expense and risk of the customer.
The delivery address or unloading location must be reasonably accessible for those means of transport that are generally customary for deliveries. The customer must provide sufficient loading and unloading facilities at the delivery address for the immediate unloading or unloading of the goods. For the unloading of the goods and the loading of any return freight, the customer will provide sufficient personnel and (mechanical) resources at his own expense and risk. The customer will do everything possible to ensure that the waiting time between the time of notification of arrival at the delivery address and the time at which the unloading of the goods to be delivered can be started to a minimum. The times at which the carrier (s) are given the opportunity to deliver the goods to the customer’s address and to take return packaging with them are recorded in writing between the buyer and the supplier.
Stated delivery times will never be regarded as deadlines, unless otherwise agreed in writing. The mere exceeding of the agreed delivery period will not result in default on the part of the supplier. If the customer wishes delivery to take place within a reasonable period of time, the customer must notify the supplier in writing. If the supplier fails to do so, the customer is entitled, subject to the provisions of Article 13, to unilaterally dissolve the agreement by registered letter for the part that has not been executed. The customer does not have this right if he is in default on his part. The supplier is under no circumstances liable for any (consequential) damage suffered by the customer as a result of exceeding the agreed delivery period.
The supplier has the right at all times to deliver the goods cash on delivery or to demand advance payment or security in the form it desires, or cash payment.
Return shipments of delivered goods are only permitted if the supplier has given explicit prior written permission to do so.
The supplier is entitled to deliver and invoice orders in parts, unless otherwise agreed in writing.
Article 7: Complaints
Complaints regarding the delivered goods and / or invoicing have no effect if they are not reported to the supplier in writing within seven days after delivery of the goods or within seven days after the invoice date, with an accurate statement of the nature and scope of the complaints. After expiry of this term, the customer is deemed to have approved the goods delivered, also with regard to the shelf life stated on the goods, and to have approved the amount due.
If the supplier is of the opinion that a complaint is justified, he is only obliged to a new delivery as soon as possible (replacement or delivery of the missing item), without the customer being entitled to compensation. The customer will keep the goods to which the complaint relates available to the supplier.
Submitting a complaint does not release the customer from fulfilling his (payment) obligations.
Article 8: Payment
Unless explicitly agreed otherwise in writing, invoices must be paid in the manner indicated by the supplier within eight days of the invoice date, in such a way that the amount due is credited to the bank account of the supplier within the set term. In case of late payment, the customer will be in default without further notice or notice of default.
Any disputes between the customer and the supplier about quality or complaints submitted by the customer for any other reason do not give the customer the right to suspend or set off any payment.
In the event of late payment, the customer owes the supplier statutory commercial interest as referred to in Article 6: 119a of the Dutch Civil Code.
The supplier will at all times determine itself to which outstanding claim against the customer it will allocate any payment.
Bonus and / or discount amounts in favor of the customer will lapse if the customer does not pay on time and in full.
If the customer is in default or in default with regard to the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the customer. Any judicial and execution costs incurred will also be borne by the customer. The extrajudicial costs amount to at least fifteen percent of the amount due, with a minimum of € 500.00.
Only the supplier is entitled to apply set-off with regard to all claims and debts that the customer has or could receive, not only from the supplier towards the customer, but also from legal affiliates directly or indirectly to the supplier persons and / or natural persons towards the customer.
Grolsch may make use of the services of third parties for the settlement of payments for online orders. Where appropriate, the necessary personal data will be provided to these third parties.
Article 9: Risk / Retention of title
The risk with regard to damage and loss of the delivered goods and of any damage resulting therefrom is transferred to the customer upon delivery immediately after the accompanying consignment notes have been signed, being the moment at which the goods are offered to the customer ready for loading / unloading.
All goods delivered by the supplier remain the property of the supplier until the buyer has paid the purchase price – including extrajudicial costs, interest and fines, as well as any other claim as referred to in Article 3:92 paragraph 2 of the Dutch Civil Code. However, the customer has the right to resell or process the goods within the framework of his normal business operations, unless the supplier indicates in writing that the customer must make these goods available to the supplier immediately.
If the customer is in default with regard to the performance as referred to in this article, the supplier is entitled to take back the goods that belong to him itself and at the expense of the customer from the place where they are located. The customer will cooperate in this. The customer now gives unconditional and irrevocable permission to the supplier or to third parties to be designated by the supplier to enter all those places where the properties of the supplier are located and to take back those goods.
Article 10: Obligations of the customer and prohibitions
The customer is obliged:
a.to trade all goods brought into circulation by the supplier exclusively in the original packaging originating from the supplier, without any changes or damage to them and, insofar as applicable, to charge its customers equal amounts in deposit for the packaging. or to reimburse upon receipt if stated in the price list of the supplier for the relevant good;
b. to refrain from conduct that could damage the name, brands, products or packaging of the goods supplied by the supplier or the associated image;
c. to take all possible care to ensure the correct storage and handling of the beers, other drinks and other goods of the supplier, including the covered and frost-free storage of the delivered goods. The supplier is never liable for defects in the goods it supplies that are due to incorrect or careless storage and handling thereof by or on behalf of the customer or third parties supplied by it;
The customer is not allowed:
(promotional) materials supplied by the supplier to be supplied or made available to third parties.
The customer grants the supplier and his supplier and / or producer irrevocable and unconditional authorization to enter the grounds, buildings, spaces and the like that are in use by him under any title for the purpose of inspection of packaging,
including cylinders, both with regard to the method of storage and the method of use.
For each violation or non-strict compliance with the obligations and prohibitions referred to in this article, the customer is obliged to pay the supplier a fine of € 1,000.00 (in words: one thousand euros) per violation and of € 100.00. (in words: one hundred euros) for each day that the violation continues, and in such a case to accept that the supplier has the right to cancel or annul a concluded agreement (s) and / or to declare the buyer of further delivery of goods from to close, all with the right to compensation, without prejudice to the right of the supplier to claim compliance with or without compensation.
Article 11: Sales bonus
Bonus and / or discount amounts in favor of the customer are not due and payable until all amounts owed by the customer, on which the bonus and / or discounts are calculated, have been paid to the supplier in time and in full. Invoice amounts still owed by the customer can be deducted by the supplier from the bonus and / or discount amounts to be paid. Despite this article and / or article 8, paragraph 5, bonus and / or discount amounts paid or settled by the supplier in any year, do not create any entitlement for the customer in any subsequent year.
Article 12: Liability
If the supplier is liable, the extent of the supplier’s liability per event is in any case limited to the direct damage and the following applies:
a.the primary rule is that if in the relevant case a payment is made by the liability insurer of the supplier, the liability is limited to this paid amount, too far increase by the amount of the deductible that is not payable by that insurer under the policy conditions;
b. if no insurance has been taken out in this respect or no cover is otherwise provided and no payment is thus made for the supplier, the damage is limited to a maximum of the amount of the price stipulated for that delivery / agreement, excluding VAT. If the agreement is mainly a continuing performance agreement with a term of more than one year, the price stipulated for the agreement will be set at the total of the fees stipulated in one year excluding VAT.
The supplier is never liable for indirect damage, including:
a. consequential damage;
b. lost profit;
c. missed savings;
d. damage due to business interruption;
e. Neither is the supplier liable for damage: due to the customer’s failure to comply with regulations associated with the use of the supplied cylinders and accessories, including making them available in a timely manner for the purpose of periodic testing, inspection and control, or the anticipated normal use;
f. as a result of normal wear and tear;
g. by the applicability of any government regulation regarding the nature or the quality of the materials used;
h. by materials, goods, working methods and constructions, insofar as applied or supplied on the instructions of the customer;
i. to the delivered goods, when the customer (or a third party) has proceeded to repair or have performed other work on the delivered goods without the prior written approval of the supplier.
The supplier is not liable for damage caused by auxiliary persons of the supplier.
Limitations of Supplier’s liability also extend to Supplier’s directors, employees and non-subordinate representatives and auxiliary persons.
The customer fully indemnifies the supplier against claims from third parties against the supplier as a result of the agreement between the supplier and the customer.
The supplier is never liable with regard to GTIN coding, unless the instructions of the GS1 have not been followed by the supplier.
The limitations of liability included in these terms and conditions do not apply if and insofar as the damage is due to intent or willful recklessness on the part of the supplier.
Article 13: Force majeure
If the supplier is unable to fulfill its delivery obligation due to force majeure, the supplier will be entitled, without being in default or obliged to pay any compensation for damage, to postpone the delivery of the goods until the time at which the force majeure situation will have ended.
Should the force majeure last longer than one month, both the supplier and the customer will be entitled, by notifying the other party, to unilaterally terminate the agreement for the part of it that has not yet been performed without judicial intervention.
Force majeure on the part of the supplier is in any case understood to mean: war, revolution, riots, fire, excessive temporary increase in demand, weather conditions, flooding, transport obstacles, illness, government measures including import and export measures, crop failure, the supply or supply of raw materials, energy or business supplies, including shortcomings of suppliers from whom the supplier obtains, strikes, defects or damage to machines, as well as any other malfunction in the supplier’s business.
Article 14: Termination
The supplier is authorized to terminate an agreement (s) concluded with the customer, or to dissolve it (in whole or in part) on the basis of any shortcoming by the customer in the performance of an agreement, without prejudice to the supplier’s right to claim compensation.
Without prejudice to the provisions of Article 8 and the other rights accruing to him, the claims of the supplier against the customer are immediately due and payable, without notice of default or judicial intervention being required, without the supplier being obliged to pay any compensation, including in the following situations:
if the customer is declared bankrupt, he files for his own bankruptcy, or if he applies for a moratorium on payments, or the debt rescheduling natural persons act is declared applicable to the customer;
b. if the customer is a natural person and dies or is placed under guardianship or administration;
c. if after the conclusion of the agreement the supplier becomes aware of circumstances that give good reason to fear that the buyer will not (properly) fulfill his obligations;
d. if the supplier has requested the customer to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient in the opinion of the supplier;
e. if the customer despite a reminder, by registered letter with notification of receipt or by bailiff’s writ, remains in default to fulfill his obligations within the set term;
f. if the customer loses control within his company and / or the company is wholly or partially transferred or discontinued.
In cases a to f, the supplier is also entitled to suspend the further execution of all agreements with the customer, or to terminate or (fully or partially) dissolve those agreements, all this without prejudice to the right of the supplier to claim full compensation.
In the event that the supplier terminates (a) concluded agreement (s), the supplier is entitled – if he has meanwhile partially fulfilled his obligations under the agreement or will be able to fulfill them – to invoice separately for the part that has already been fulfilled or despite termination. The customer is obliged to pay this invoice as if it were a separate agreement.
Article 15: Transfer of rights and obligations
The Supplier reserves the right to have its obligations performed by third parties.
The customer can only transfer his rights and obligations to third parties with the prior written consent of the supplier.
Furthermore, in the event of a transfer of his obligations, the customer will be obliged to offer the supplier appropriate guarantees on request with regard to the fulfillment of these obligations.
Article 16: Changes
These general terms and conditions can be supplemented or amended by the supplier at any time. The supplemented or amended general terms and conditions will then apply from the moment they are handed over to the customer by the supplier.
Article 17: Disputes
These general terms and conditions, every agreement between supplier and customer and all related agreements are exclusively governed by Dutch law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) are excluded – insofar as otherwise applicable. The same applies to any existing or future national or international regulation on the purchase of movable property, the effect of which can be excluded by the parties.
All disputes between the parties related to the agreement, or directly or indirectly related to it, will in the first instance be settled by the competent court of the Noord-Holland District Court, location Amsterdam.