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