GENERAL TERMS AND CONDITIONS OF SALE BRANDNEWTASTE™ bv
1. General
1.1 These general terms and conditions of sale (the “Conditions”) will apply
to any and all legal acts on the part of BrandNewTaste™ bv (hereinafter:
“BrandNewTaste™”), including any offers, assignments and agreements,
relating to the supply of items (the “Goods”) and/or the provision of services
(the “Services”).
1.2 Any variations from these conditions will be valid only to the extent confirmed
in writing by BrandNewTaste™. The applicability of any general conditions of the
other party (the “Customer”) is expressly rejected.
1.3 If any provision of these conditions should prove invalid, the other provisions
will remain in full force and effect. In such event, the parties will agree a new
provision in the spirit of these conditions.
2. Offers
2.1 Any offers will be subject to contract. An offer accepted by the Customer
may be revoked by BrandNewTaste™ without cost within five workdays of
Acceptance.
2.2 Any data and samples provided will be deemed to be for information
purposes only and may be varied from by BrandNewTaste™. BrandNewTaste™
will have the right to supply items of different manufacturing, provided that such
items have the same relevant features.
2.3 An agreement will only be concluded if and to the extent expressly confirmed
as such or accepted by BrandNewTaste™ in writing (the “Agreement” or the
“Order”).
3. Prices and payment
3.1 Unless agreed otherwise, prices will be based on delivery FCA (Free Carrier
- Incoterms latest edition) including packing. If BrandNewTaste™ is also to
provide transport, the related prices will be quoted separately.
3.2 Prices will be stated in euros. If, after the Order, BrandNewTaste’s™ total
cost price increases by more than 2.5%, BrandNewTaste™ will be entitled to
increase the price by the same percentage.
3.3 Payment will be made net within 14 days of the date of the invoice.
3.4 BrandNewTaste™ will at all times be entitled to set off any amounts
receivable by it from the Customer against any amounts payable by it to the
Customer.
3.5 In the event of non-payment or late payment, the Customer will, in addition
to the statutory interest due, also pay costs of collection (subject to a minimum
of EUR 75, or 15% of the amount due, whichever is higher), as well as all judicial
Costs.
4. Delivery and delivery periods
4.1 Unless expressly agreed otherwise, delivery will be effected FCA (Free
Carrier - Incoterms latest edition). BrandNewTaste™ will be entitled to deliver in
Consignments.
4.2 Delivery periods will commence immediately upon written order confirmation
from BrandNewTaste™ and fulfilment by the Customer of all the conditions set
in that respect.
4.3 Any delivery periods stated will be indicative only and cannot be deemed to
constitute firm deadlines. Exceeding a delivery period will not constitute failure
and will not entitle the Customer to dissolution or compensation of any damage
suffered by the Customer or by any third parties.
4.4 BrandNewTaste’s™ maximum liability for late delivery will at all times be
limited to 2.5% of the Order value.
5. Passing of title and retention of title
5.1 Irrespective of actual delivery, BrandNewTaste™ will retain title to all Goods
until such time as the purchase price, including the price of any related Services
provided, has been paid in full. The Customer may not sell, transfer, pledge,
or grant third parties any other right to, any such Goods. Notwithstanding
the foregoing, the risk of the Goods delivered will pass to the Customer upon
Delivery.
5.2 If the Customer fails to perform its payment obligations, or if there is good
reason to fear that the Customer may fail to do so, BrandNewTaste™ will be
entitled, on its own authority, to repossess the Goods delivered subject to a
retention of title.
6. Warranty
6.1 For a period of six months following delivery, BrandNewTaste™ will warrant
the sound quality of the Goods and Services and their compliance with
the specifications and applicable laws and regulations. Any post-delivery
amendments to laws and regulations will be at the expense and risk of the
Customer.
6.2 Upon delivery, the Customer must perform the customary entry checks. Any
shortcomings, damage or other deficiencies must be reported by the Customer
on the consignment note or, if this is not possible, in writing within one workday
6.3 If, within a period of six months of delivery, any deficiencies should come to
light which have not been, or could not be, discovered in the customary entry
checks and controls, BrandNewTaste™ will be required, at its option, to deliver
a new
Good, to provide a new Service, or to remedy the deficiency. This warranty will
be exclusive, and any liability for other damage suffered by the Customer in
connection with a deficiency in Goods delivered and/or Services provided will be
specifically excluded.
6.4 Any right under warranty will be forfeited in the event of negligent or
inadequate entry checks and controls or in the event of improper use of the
Goods, including but not limited to use and/or storage other than in accordance
with their designated use or instructions.
6.5 Any warranty claims must be communicated in writing, stating reasons,
within eight days of discovery.
6.6 If the Customer is not the end-user of the Goods, the costs associated with
remedying the deficiency, to the extent relating to the fact that the Good is not
in the Customer’s possession, will be payable by the Customer.
7. Suspension and dissolution
7.1 BrandNewTaste™ will have the right to suspend its performance if the
Customer is in default in the performance of any obligation imposed on it under
the present or any other commitment vis-à-vis BrandNewTaste™. In such event,
BrandNewTaste™ will have the right to pass on any resulting price increases and
extensions of periods.
7.2 If BrandNewTaste™ has reason to doubt the Customer’s ability to pay, it will
have the right to suspend performance of its obligations until such time as the
Customer has provided sufficient security. Furthermore, it will at all times have
the right to require the provision of additional security.
7.3 If the Customer fails to perform its obligations under the foregoing
paragraphs within a reasonable term, of if the Customer is ordered bankrupt, is
granted a moratorium on payment of its debts, or its bankruptcy or moratorium
is applied for, BrandNewTaste™ will have the right to dissolve the Agreement
with immediate effect, without any liability arising on its part to pay damages.
8. Liability
8.1 BrandNewTaste’s™ total statutory and/or contractual liability will at all times
be limited to attributable failure on its part, and to the Order value of the Goods
delivered and/or Services provided giving rise to the relevant liability.
8.2 BrandNewTaste’s™ total liability for any recall of items on account of
attributable failure on the part of BrandNewTaste™ will, in addition to the
foregoing, be limited to the amount actually paid out in that respect by
BrandNewTaste’s™ insurer.
8.3 Any and all liability on the part of BrandNewTaste™ will expire six months
following delivery.
8.4 Any and all liability on the part of BrandNewTaste™ for indirect damage,
including but not limited to consequential damage, lost profits, business
interruption, loss of production, lost goodwill, and claims from buyers, is
expressly disclaimed.
8.5 Any and all liability for damage to, or caused by, any items made available to
the Customer is excluded. The Customer will be required to maintain adequate
insurance in this respect.
8.6 Any and all exclusions and limitations of liability as stipulated by
BrandNewTaste™ will also accrue to the benefit of any agents and employees
engaged by it.
8.7 The Customer will indemnify BrandNewTaste™ against any and all claims
exceeding the foregoing exclusions and limitations.
9. Intellectual property
BrandNewTaste™ reserves all intellectual property rights in any items provided
or manufactured by it, including but not limited to any designs, recipes, images,
drawings, models and software. Any and all carriers of intellectual property will
remain, or become, the property of BrandNewTaste™, and may not be copied,
displayed to third parties, or otherwise used, without its express consent,
irrespective of whether any costs have been charged to the Customer in relation
to the manufacture or provision. The Customer will be required to return any
such carriers to BrandNewTaste™ on demand.
10. Choice of law and forum
10.1 The laws of the Netherlands will be applicable.
10.2 The civil court Utrecht location will have exclusive jurisdiction.
© BrandNewTaste™ bv, Hilversum, The Netherlands
BrandNewTaste bv, Robert Strik & Team,
Vat NL 8601.37.545B01 C.o.c. 75088487
General Sales Conditions, May 1, 2024
