GENERAL CONDITIONS, DELIVERY AND PAYMENT CONDITIONS

1. Definitions

1.1. In these general terms and conditions, Supplier is understood to mean the user of the general terms and conditions.

1.2 In these general terms and conditions, the Buyer is understood to mean the natural or legal person as well as joint ventures without legal personality with whom the Supplier wishes to enter into or has concluded an agreement.


2. Applicability

2.1 These general terms and conditions apply to every offer from the Supplier and to every agreement between the Supplier and the Customer.

2.2 These general terms and conditions will also apply to any additional or follow-up agreements between the Supplier and the Customer.

2.3 These general terms and conditions can only be deviated from in writing.


3. Conclusion of an agreement

If the Buyer places an order, the agreement will only be concluded when the supplier accepts it in writing or starts the execution thereof.


4. Prices

4.1 Insofar as not expressly stated or agreed otherwise, a price stated in a quotation or agreed between the parties is based on delivery to the Customer's warehouse and includes all government levies with the exception of VAT. The VAT, the deposit with regard to the packaging supplied and the costs associated with taking back and disposing of packaging (insofar as this does not concern the deposit) will be charged separately.

4.2 The Supplier is entitled to pass on changes in purchase prices, wages and/or exchange rate changes that relate to the agreed performance.


5. Payment

5.1 The Supplier shall send the Customer an invoice upon or after delivery, stating the amount owed for the relevant (partial) delivery. Complaints about an invoice received must be submitted in writing to the Supplier under penalty of forfeiture of the right to complain within eight (8) calendar days after the invoice date. The Customer is obliged to pay the invoice amount without payment discount and in euros within fifteen (15) calendar days after the invoice date by transferring the price to a bank account indicated by the Supplier.

5.2 In the event of late payment, all payment obligations of the Buyer, regardless of whether the Supplier has already invoiced, will become immediately due and payable.

5.3 In the event of late payment, the Customer owes interest in the amount of the refinancing interest of the European Central Bank plus three (3) percent, with a minimum of the statutory commercial interest per year.

5.4 The provisions of 5.1 do not affect the right of the Supplier, if it sees reason to do so, to make full or partial payment from the Buyer of the price owed before or on delivery or, at its option, to provide sufficient security in its opinion for the payment of to demand the price owed. If the advance payment or the security is not received within the term set by the Supplier, the Supplier is entitled to suspend the fulfillment of all its obligations under the agreement or other agreements yet to be performed or, after a futile reminder, to suspend the agreement and /or to dissolve the other agreements in whole or in part with immediate effect, without prejudice to his right to compensation.

5.5 All costs incurred by the Supplier in or out of court in connection with any failure by the Customer in the fulfillment of its obligations will be borne entirely by the Customer. The compensation for costs incurred by the Supplier out of court is fifteen (15) percent of what the Customer owes but leaves unpaid, with a minimum of € 500.

5.6 The Buyer may not set off counterclaims it has against the Supplier against what it owes to the Supplier, except insofar as these counterclaims have been expressly acknowledged by the Supplier in writing or have been irrevocably established in court.

5.7 The supplier will only pay the applicable deposit compensation for the packaging concerned to its customers if and insofar as the customers return the return packaging to him undamaged and properly sorted. Return packaging is understood to mean: bottles, crates, dollies, trays, pallets and all other primary, secondary and tertiary packaging that are charged with a deposit or a return premium and that are intended to be returned to the supplier. The applicable deposit fee is understood to mean: the deposits as laid down in the regulations of the Soft Drinks and Waters Company, any legal successor or other Dutch public law regulations.

5.8 The Purchaser is not entitled to suspend its obligations under an agreement towards the Supplier, except insofar as the Supplier has expressly agreed to this or insofar and as long as there is an unmistakable term overrun on the part of the Supplier with regard to that agreement.


6. Delivery (term; place of issue; transfer of risk; obligation to purchase)

6.1 A mere exceeding of the agreed delivery period does not mean that the Supplier is in default. This will only be the case if the Supplier, for reasons attributable to it, also does not deliver within a further and reasonable period set in writing after the agreed delivery period.

6.2 The Buyer may only dissolve the agreement due to a term that is attributable to the Supplier and which causes it to be in default pursuant to the provisions of 6.1, insofar as the agreement has not yet been fulfilled.

6.3 The Supplier is entitled to make partial deliveries and, in connection therewith, to send partial invoices.

6.4 Delivery is made to the customer's warehouse. Transport and relocation on the site and/or within the customer's interior are not included in the delivery unless otherwise agreed.

6.5 The Purchaser is subject to a purchase obligation. If the Buyer does not (timely) purchase the goods intended for it and offered to it for reasons not attributable to the Supplier, the Supplier is entitled to sell these goods, subject to the expiry of its obligation to deliver, after seven (7) calendar days after the Supplier has informed the Buyer of the intention to do so and the Customer has not yet purchased the goods in question. In the case of goods with a limited shelf life, the Supplier may allow a shorter period than seven calendar days. The proceeds, after deduction of all costs, may be set off by the Supplier against the agreed purchase price, which, insofar as not paid by the set-off, will remain owed to the Customer. This is without prejudice to any other rights of the Supplier vis-à-vis the Customer.


7. Transfer of Ownership

7.1 The ownership of goods delivered by the Supplier does not transfer to the Buyer until the Buyer has paid all that it owes to the Supplier under or in connection with any agreement concluded with the Supplier for the delivery of goods and/or the provision of services. paid in full.

7.2 The Buyer is obliged to keep the goods, the ownership of which still rests with the Supplier, clearly separated from other goods and otherwise properly and for the duration that they are still in his possession, also for the benefit of the Supplier, properly against the risk of damage or loss due to fire, explosion or theft.

7.3 The Customer may not dispose of goods, the ownership of which still rests with the Supplier, other than in the normal course of its profession or business; this does not include the use of those items for the provision of security.

7.4 If the Buyer fails to fully comply with any obligation under or in connection with any agreement concluded with the Supplier for the delivery of goods and/or the provision of services, the Supplier shall be entitled to take back the goods still in its ownership without authorization, without he is obliged to pay any compensation. The customer is obliged to provide all desired cooperation in this respect, on pain of an immediately due and payable fine of € 500 per day. All costs of taking back are for the account of the Customer. The Purchaser grants the Supplier irrevocable authorization to enter (or cause to be entered) the spaces used by or for the Purchaser for this purpose.

7.5 The ownership of the packaging supplied, for which the Customer has paid a deposit and/or which qualifies for reuse, will in no case be transferred to the Customer.


8. Quality; examination; shortcomings

8.1 The delivered goods are only deemed to be defective if the Buyer demonstrates that they do not meet the statutory quality requirements that apply to those goods at the time of the conclusion of the agreement, and do not meet the expressly agreed specifications and/or are not suitable for the use expressly stated by the Customer before or at the time of the conclusion of the agreement or which is unmistakable from the nature of the goods.

8.2 The customer is obliged to inspect the delivered goods or have them examined for completeness and soundness upon or immediately after delivery. The Purchaser can no longer invoke shortcomings and defects against the Supplier if these shortcomings or defects are not discovered within ten (10) calendar days after the delivery of the goods concerned has been reported to the Supplier in writing with an accurate description of the shortcomings and defects. Shortages and defects that the Customer has not been able to discover during a careful investigation during or immediately after delivery, the Customer can still appeal to the Supplier for a period of no later than two months after the delivery of the goods in question, provided that the Customer within ten (10) calendar days after discovery in the two-month period, reports to the Supplier in writing with an accurate description of the shortcomings and/or defects and demonstrates that the shortcomings and defects already existed before the delivery of the goods in question.

8.3 In the event of shortcomings or defects that have been reported in a timely and correct manner in accordance with the provisions of 8.2 and that are attributable to the Supplier, the Supplier shall, at its option, remedy the shortcomings or defects or credit the Customer on the basis of the agreed purchase price. for that part of the delivery to which the shortcomings and/or defects relate.

8.4 In the event that compliance is still reasonably possible or useful, the Customer may dissolve the agreement or have it dissolved due to shortcomings or defects attributable to the Supplier, but only insofar as the Supplier has not been given a written warning to do so within a reasonable period, taking all circumstances into account. manages to remedy the shortcomings or defects in an acceptable manner. In the event that fulfillment is no longer possible or meaningful in reason and the Supplier fails to credit him even after a reminder to do so in accordance with the provisions of 8.3, the Buyer may dissolve or have dissolved the agreement due to shortcomings or defects attributable to the Supplier, but only insofar as the agreement has not been properly fulfilled.

8.5 The provisions of this article apply mutatis mutandis to the provision of services.


9. Imputability or Imputability of Failure

9.1 If the Supplier fails to fulfill an obligation towards the Buyer, the failure cannot be attributed to the Supplier and there is a case of force majeure if the failure is the result of a circumstance beyond the Supplier's control. In any event, such a circumstance applies, at least insofar as the Supplier cannot be seriously blamed for the occurrence or avoidance of the adverse consequences: war or a similar situation, riot, sabotage, fire, lightning, explosion, spillage of hazardous materials or gases, power failure, serious business disruption, unusual scale employee illness, strike, factory occupation, blockade, boycott, shortage of raw materials, barriers to transportation, government action including import, export, transit, production or supply bans, non-performance or late performance of a third party involved in the performance by the Supplier, including a supplier.

9.2 Insofar as the Supplier is temporarily unable to (properly) fulfill the agreement as a result of force majeure as referred to in 8.1, the mutual obligations of the part of the agreement not yet performed that is affected by the force majeure will be suspended. Temporary force majeure is a failure to perform (properly) for a maximum of thirty (30) more or less consecutive calendar days. If the force majeure situation continues after that, each of the parties can dissolve the agreement for the part affected by the force majeure.


10. Liability for Damage

10.1 The Supplier is not liable for damage suffered by the Customer, unless he is seriously at fault in this regard. In that case, the liability of the Supplier is limited to twenty (20) percent of the net price (gross price less VAT and other government levies) for that part of the agreement to which the liability relates, with a maximum of € 5,000, or to the amount that the Supplier's insurer pays to the Supplier in a given case.

10.2 The Customer indemnifies the Supplier against all claims for damages from third parties in connection with goods delivered to it or services rendered to it by the Supplier, except insofar as this damage is for the account of the Supplier in the relationship with the Customer under this agreement.

10.3 Under penalty of forfeiture of its right to compensation, the Customer must notify the Supplier in writing within fifteen (15) calendar days after it has discovered the occurrence of damage for which the Supplier may be liable, stating as accurately as possible the cause, nature and extent of damage. Except insofar as damage has been reported in accordance with the provisions of the previous sentence, the right to compensation for damage in its entirety lapses six months after the time when the delivery of the goods or services should have taken place or took place.


11. Onward delivery by the Customer of consumer goods

The Buyer is obliged, subject to the explicit prior consent of the Supplier, to continue trading in good condition goods that the Supplier delivers to it in consumer packaging, in that packaging and without modification.


12. Applicable law, competent court

12.1 All legal relationships between the Supplier and the Buyer are exclusively governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) does not apply.

12.2 Disputes between the Supplier and the Buyer will be settled exclusively by the competent court in Rotterdam. However, the Supplier is authorized to submit the dispute to another Dutch or foreign court that is competent on the basis of the law or a treaty.


13. Conversion

If and insofar as on the grounds of reasonableness and fairness or the unreasonably onerous nature any provision in these general terms and conditions cannot be invoked, then that provision will have a meaning that is as similar as possible in terms of content and scope, so that an appeal can be made to it. be done.