Terms of service
General terms and conditions of delivery
Bickery Food Group B.V.
Established and headquartered in 's-Graveland at Stichtse Kade 46
Filed with the Chamber of Commerce for Gooi- en Eemland
in Hilversum (HR 32032561)
GENERAL AND CONCEPTS
- These General Terms and Conditions of Delivery apply to every offer, agreement and the performance thereof between the Supplier and the Client. Deviations must be agreed in writing between the parties. The General Terms and Conditions used by the Client or contractual agreements previously made between the parties are hereby excluded, unless otherwise agreed in writing.
- “Client”: any legal entity that has concluded or wishes to conclude an Agreement with the Supplier, which also includes its representative(s), authorized representative(s) and successor(s) in title.
- “Supplier”: Bickery Food Group B.V.
- “Products”: the goods and services to be delivered by the Supplier.
- “Delivery Period”: the period laid down in the Agreement within which Products must be delivered.
- “Agreement”: any agreement that is concluded between the Supplier and the Client, including amendments thereto and the legal acts required prior to the agreement. These General Terms and Conditions of Delivery form an integral part of the Agreement.
- If one or more provision(s) of these terms and conditions are null and void or are annulled, the other provisions will remain in full force. In that case, the parties will jointly determine (a) new provision(s) as a replacement, which does as much justice as possible to the intention of the original provision.
- All offers made by the Supplier, in whatever form, are without obligation, unless expressly stated otherwise.
- If an offer is accompanied by documents such as budgets, plans or catalogues, these remain the property of the Supplier at all times and must be returned on demand. None of this information may be reproduced or made available to third parties for inspection without written permission from the Supplier.
- Sending offers, a quotation and/or (other) documentation does not oblige the Supplier to accept an order. If the Supplier does not accept an order, it will inform the Client as soon as possible, in any event within 8 days of receipt of the order.
- If the Client does not wish to make use of the quotation and/or agreement offered by the Supplier, the Supplier is entitled to charge the costs associated with the offer, insofar as these were specifically incurred for the Client.
- The Supplier reserves the right to deliver an order cash on delivery without stating reasons.
- Subject to the provisions below, an agreement with the Supplier is concluded after the Supplier has received a written order or has confirmed it from the Client, whereby the date of the confirmation is decisive. The order confirmation is deemed to correctly and fully represent the agreement together with these General Terms and Conditions, unless the Client immediately protests against this in writing. An agreement is also concluded if the Supplier has started the implementation after statements by the Client.
- Additional agreements or changes made at a later date only bind the Supplier if these have been confirmed jointly in writing by the parties. If necessary, the delivery time will then be reasonably changed. All additional costs associated with the change or addition are for the account of the Client.
- For transactions for which, due to their nature and size, no offer or order confirmation is sent, the invoice including these General Terms and Conditions constitutes the agreement, subject to the right to complain within 3 working days as further elaborated under Article 12.
- For transactions for which no offer or order confirmation is sent by nature and scope, the invoice including these General Terms and Conditions constitutes the agreement, subject to the right to complain within 3 working days as further elaborated under Article 12. Each agreement is entered into by the Supplier under the condition precedent that The Client - exclusively at the discretion of the Supplier - has proved to be sufficiently creditworthy for the financial fulfillment of the agreement.
- Upon or after entering into the agreement, the Supplier is entitled to demand security from the Client that both payment and other obligations will be met. Until the security has been provided, the Supplier may choose to postpone the service to be provided.
- The Supplier is authorized to engage others in the performance of the agreement, the costs of which will be passed on to the Client in accordance with the quotations provided.
- In the event that a Client wishes to terminate the Agreement prematurely in whole or in part, the Client will owe the costs incurred by the Supplier for the implementation of the agreement, including with regard to purchased Products, hours worked on the order and any third parties engaged. .
CONSIGNATION AND RETURNS
- Products are only delivered on consignment by the Supplier if this has been agreed in writing.
- Unless agreed otherwise in writing, only undamaged and complete articles in the sales packaging as supplied by the Supplier will be taken back and credited. Consumer units cannot be returned separately.
- If the goods are no longer included in the range upon return, the current value will be credited.
- If the commercial T.H.T. date is exceeded, nothing will be credited.
- Unless stated otherwise, Supplier's prices are:
- based on delivery to the delivery address in the Netherlands specified by the Client, unless there are small orders, at the discretion of the Supplier;
- exclusive of VAT;
- excluding waste management contribution;
- including import duties, other taxes, levies and government duties;
- excluding deposit and packaging, and
- in euros.
- In the event of an increase in one or more cost price factors, the Supplier is entitled to increase the order price accordingly; all this with due observance of any existing statutory regulations. If at the time of the order confirmation future price increases are already known to the Supplier, these will be stated in the confirmation.
CALL ORDERS AND TERM ORDERS
- Call-off orders or installment orders without fixed delivery dates within 3 months after order quotation will not be accepted by the Supplier.
- Delivery on the basis of call-off or installment orders shall at all times take place on the basis of the Supplier's stock at the time of delivery. The Supplier is never obliged to reserve these articles for the Client or to keep them in stock until the date of delivery.
DELIVERY AND TRANSPORT
- From the moment of delivery, the purchased goods are at the risk of the Client. Unless otherwise agreed, delivery will be made to the address of the Client's company in the Netherlands. Free delivery only takes place if this has been agreed in writing in advance by the Supplier and the Client or, in the case of a delivery in accordance with Article 3.3, is stated on the invoice.
- The Client is obliged to check the delivered goods, including the packaging, immediately upon delivery, for any shortcomings and/or external damage and to have these deviations stated on the delivery note, or to carry out this check immediately after notification by the Supplier that the goods are at the disposal of Client standing. Deficiencies and/or external damage found at that time must also be reported immediately to the Supplier.
- Any differences, shortages and/or damage to the delivered goods and/or the packaging present at the time of delivery, which only become apparent when the goods are fully unpacked, must be reported to the Client within 3 working days after the delivery date stated on the delivery note or after transfer as stated under paragraph 2, in writing to its contact person at the Supplier. If the Client does not do so within the set term, the delivered goods, including the packaging, will be regarded as approved by the Supplier. As a result, advertisements will no longer be processed.
- The Supplier is entitled to deliver in parts (partial deliveries), which can also be invoiced separately.
- The Supplier indicates the approximate delivery time. The specified delivery time is never a strict deadline, unless expressly agreed otherwise in writing.
- If Products have not been purchased by the Client after the delivery period has expired, they will be stored at the Client's disposal, at the Client's expense and risk. If the Contractor has not purchased in accordance with the Agreement, the Supplier reserves the right, 14 days after the Delivery Period has expired, to dissolve the Agreement, to sell the Products to third parties, without prejudice to the Supplier's right to compensation and the payment by the Client of the agreed price for the Products.
- If the Supplier has taken on the transport of the goods to be delivered, the Client guarantees the good accessibility of the delivery address. Sufficient loading and unloading facilities must be available. The Client shall provide sufficient personnel and mechanical aids for the loading and unloading of goods, within 15 minutes of arrival at the delivery address. The associated costs are for the account of the Client.
- If the Supplier takes care of the transport of the Products to be delivered, they are deemed to have been delivered at the moment the Products are unloaded at the delivery address. If the delivery address can only be reached by ferry, the Products will be delivered to the nearest port on the mainland, unless expressly agreed otherwise in writing.
- The method of transport, dispatch, packaging, etc., will be determined by the Supplier with due care, if no further instructions have been provided by the Client to the Supplier. The Client assumes all risk in this, including possible fault/negligence of the carrier.
- The Supplier is entitled to charge a fee for sustainable packaging materials, which is stated on the invoice. If the Supplier charges a fee for this, this will be settled after the return shipment by the Client in an undamaged condition.
QUALITY AND QUANTITY
- All samples provided by the Supplier to the Client are solely intended to give an average indication of the expected quality of the Products to be delivered.
- All usual as well as minor quality, taste and/or color differences are expressly accepted by the Client and are never a reason to invoke the right of complaint.
- A quantity deviation of a maximum of 10% to be charged to the Client is permitted for all deliveries.
- Force majeure on the part of the Supplier includes, but is not limited to, fire, flood, strike, epidemics, pandemics, (civil) war, terrorism, measures imposed by the government, the non-availability or timely availability of permits, trade embargoes, labor disturbances, power failures, operational failures, shortcomings or unlawful behavior of the supplier(s) of the Supplier or other third parties, including any defects in the goods supplied by them to the Supplier, and the non-availability or insufficient availability of labour, materials, transport , fuels and energy.
- If, in the opinion of the Supplier, the total or partial failure to deliver, due to force majeure described under 9.1, will not last longer than three months, the Supplier reserves the right to suspend the performance of the agreement during those three months, until the circumstance that causes the force majeure no longer occurs, after which the Supplier will proceed to delivery.
- If the force majeure situation continues for more than three months, the parties can make an arrangement regarding the dissolution of the agreement and the associated consequences.
- The Supplier is entitled to claim payment for the performances performed in the performance of the Agreement in question, before the circumstance causing force majeure has become apparent.
- If the Supplier is of the opinion that it has fallen into force majeure, the Supplier will immediately inform the Client.
- The Client guarantees the Supplier at all times that the use by the Supplier of data provided by the Client will not conflict with statutory regulations or protected rights of third parties.
- The Client fully indemnifies the Supplier against all direct and indirect consequences of claims that third parties may assert against the Supplier on account of a breach of the warranty referred to in 10.1, including costs for calling in legal support.
- All drawings, moulds, lithographs, designs, sketches, models, trademark rights and the like, produced by or on behalf of the Supplier in the performance of the Agreement, as well as the right to use them, are the inalienable property of the Supplier.
- The Client observes complete confidentiality with regard to the Agreement and the (company) information shared with it from and by the Supplier.
LIABILITY AND INDEMNIFICATION
- The Supplier excludes any liability, except in the event that the damage is the direct result of intent or gross negligence on the part of the Supplier or the Supplier's executives, as well as in the event that a Product demonstrably shows a defect which, in the circumstances of the case, may compromise the safety. expected, not provided.
- The liability of the Supplier due to an attributable shortcoming in the fulfillment of the Agreement as described under 11.1 will never exceed the amount to be paid by the insurer of the Supplier, whereby the total amount of the payment is limited to the applicable value of the Products. in the order or the part of the order to which the shortcoming relates.
- The Supplier is not liable for indirect damage (trading damage, consequential damage, other indirect damage that is regarded as such in practice). Even in the event of force majeure, the Supplier is not liable for any damage suffered by the Client.
- The Supplier is not liable for damage that has arisen or been caused by the manner of use of the delivered goods or by the unsuitability thereof for the purpose for which the Client has purchased it.
- By receipt of the delivered goods by the Client or by a third party on behalf of the Client, the Supplier is indemnified against any claims by the Client and/or third parties for payment of compensation. Whether the damage has arisen as a result of compositional and/or manufacturing errors or due to any other cause, with the exception of what is determined under 11.1, is irrelevant.
- The Client indemnifies the Supplier against all claims that third parties make against the Supplier due to product liability as a result of a defective product delivered by the Client or one of its customers to that third party, which (partly) consists of a product supplied by the Supplier.
ADVERTISEMENTS AND COMPLAINTS
- Any complaints will only be dealt with by the Supplier if they have reached the Supplier in writing - directly - within 3 working days after delivery of the relevant performance, accurately stating the nature and grounds of the complaints.
- Complaints about invoices must also be submitted in writing and substantiated within 8 days of the invoice date.
- After the term referred to in paragraphs 1 and 2 has expired, the Client is deemed to have approved the delivered goods or the invoice, respectively. Complaints and complaints will then no longer be handled by the Supplier.
- If the claim or complaint is found to be well-founded by the Supplier, it is only obliged to still deliver the agreed performance.
- Only if and insofar as the complaint or complaint is found to be well-founded, will this suspend the Client's payment obligation until the matter has been settled.
- The delivered goods can only be returned after prior written permission from and under conditions to be determined by the Supplier.
RETENTION OF TITLE
- Delivered goods remain the property of the Supplier until all deliveries and work performed or to be performed in accordance with the Agreement, including interest and costs, have been paid by the Client. This article also applies in the event of a suspension of payment or bankruptcy of the Client.
- The Client is obliged to store all goods delivered under retention of title with due care and recognizable as the property of the Supplier and to insure them against all common risks.
- The Supplier is at all times entitled to remove the goods delivered under retention of title from the Client or its holders, if the Client does not fulfill its obligations towards the Supplier in accordance with the Agreement. The Client will provide all necessary cooperation and access at the Supplier's first request.
- The items may be resold or used by the Client in the context of its normal business operations, but may not be given as collateral nor serve as security for a claim of a third party.
- If third parties seize (or have attached) goods subject to retention of title of the Supplier, or wish to establish or enforce rights thereon, the Client is obliged to immediately inform the Supplier thereof and to immediately inform those third parties of the Supplier's ownership right.
- As security for full payment of all claims of the Supplier, for whatever reason, the Supplier also acquires - through the creation of the claim - a non-possessory right of pledge on all those goods in which the Products supplied by the Supplier have been processed, or of which they form part. The order or Agreement signed by the Client and the subsequent written acceptance by the Supplier count as a private deed as referred to in the law.
- Unless agreed otherwise in writing, payment must be made in euros in cash or upon delivery without any discount, or by deposit or transfer to a bank account designated by the Supplier within 14 days of the invoice date.
- All payments made by the Client will primarily serve to settle any interest and collection costs incurred by the Supplier and then to settle the oldest outstanding invoices.
- In the case of the Client:
- is declared bankrupt, assigns an estate, obtains a (provisional) suspension of payments, or seizes all or part of its property,
- fails to comply with any obligation imposed on it by virtue of the law or of these conditions,
- fails to pay an invoice amount or part thereof within the set term,
- proceeds to cessation or transfer of his company or a significant part thereof, including the contribution of his company to a company to be established or already existing, or changes the objective of his company,
The Supplier has the right to terminate the agreement immediately due to the mere occurrence of the above-mentioned circumstances, without any judicial intervention or notice of default being required.
Any amount owed by the Client on the basis of the services provided by the Supplier is immediately due and payable in full without any warning or notice of default being required, all without prejudice to the Supplier's right to compensation for costs, damage and interest.
INTEREST AND CHARGES
- If payment has not been made within the period stated in the previous article, the Client will be in default by operation of law and will owe interest of 1% per month on the outstanding amount from the invoice date.
- All (extra)judicial costs to be incurred will be borne by the Client. The court costs also include all actual costs of legal and procedural assistance incurred during legal proceedings, which exceed the liquidation rate. The extrajudicial collection costs amount to at least 15% of the amount owed by the Client, including the aforementioned interest.
PROCESS PERSONAL DATA
- The Client remains the controller for any Personal Data made available to the Supplier by the Client as referred to in the General Data Protection Regulation (GDPR) and other applicable privacy legislation.
- The Supplier will take the necessary technical and organizational measures to protect the Personal Data during and after processing against loss or unlawful applications.
- In the event of the processing of Personal Data by the Supplier, the Parties agree that they will enter into a processing agreement to record their mutual rights and obligations. This will form an integral part of the Agreement.
- All offers from the Supplier, agreements and the implementation thereof are exclusively governed by Dutch law, whereby the court in Amsterdam has jurisdiction to hear the case.
- The applicability of the Vienna Sales Convention or CISG is expressly excluded.
- The Supplier is entitled to change these General Terms and Conditions. Changes will be announced to the Client and will take effect within 30 days of notification, unless a different effective date has been indicated. The Client hereby agrees to the changes before then.