Terms and conditions Tasty Aruba
Marten Michielshof 13
1483 CA de Rijp
Hereinafter referred to as: “User”;
Article 1 Definitions
1. In these terms and conditions the following terms are used in the following sense, unless explicitly stated otherwise:
User: The user of the terms and conditions;
Buyer: The other party of the user, the person(s) buying the product.
Agreement: The agreement between user and buyer.
Article 2 General
1. The provisions of these general terms and conditions apply to every offer and every agreement between user and a buyer to which user has declared these terms and conditions applicable, insofar as the parties have not explicitly deviated from these terms and conditions in writing.
2. The present terms and conditions also apply to all agreements with the user, for the implementation of which third parties must be involved.
3. General terms and conditions of the buyer only apply if it has been explicitly agreed in writing that these apply to the agreement to the exclusion of these terms and conditions. In that case any conflicting provisions in the general terms and conditions of user and buyer will only apply between parties if and to the extent that they form part of the user’s terms and conditions.
4. If one or more provisions in these terms and conditions are invalid or should be declared void, the remaining provisions of these terms and conditions remain fully applicable. The user and the buyer will then consult in order to agree on new provisions to replace the void or voided provisions, taking into account if and as far as possible the purpose and purport of the original provision.
Article 3 Offers and quotations
1. All offers are without obligation, unless a period for acceptance is stated in the offer.
2. The offers made by the user are without obligation; they are valid for thirty days, unless stated otherwise. The user is only bound by the offers if the acceptance thereof is confirmed in writing by the buyer within thirty days.
3. Delivery times in offers of the user are indicative and do not give the buyer the right to dissolution or compensation if they are exceeded, unless explicitly agreed otherwise.
4. The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies as well as shipping and any transport and packaging costs, unless explicitly stated otherwise.
5. If the acceptance deviates (on minor points) from the offer included in the quotation, the user is not bound by this. The agreement will then not be concluded in accordance with this deviating acceptance, unless the user indicates otherwise.
6. A compound quotation does not oblige user to deliver part of the items included in the offer or quotation at a corresponding part of the stated price.
7. Offers or quotations do not automatically apply to repeat orders.
Article 4 Execution of the agreement
1. User shall execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of science.
2. If and to the extent that a proper execution of the agreement requires this, the user has the right to have certain work done by third parties. The user is not liable for (direct or indirect) damage that may arise from the work performed by third parties. The user is also not liable for (direct or indirect) damage that may arise from work performed by its supplier (s).
3. The buyer shall ensure that all data, of which the user indicates that they are necessary or which the buyer should reasonably understand to be necessary for the execution of the agreement, is provided to the user in a timely manner. If the data required for the implementation of the agreement are not provided to the user in time, the user has the right to suspend the performance of the agreement and / or to charge the buyer for the additional costs resulting from the delay in accordance with the usual rates.
4. The user is not liable for damage, of whatever nature, caused by the fact that the user has assumed incorrect and / or incomplete data provided by the buyer, unless the user should have been aware of this inaccuracy or incompleteness.
5. If it has been agreed that the agreement will be implemented in phases, the user may suspend the implementation of those parts that belong to a subsequent phase until the buyer has approved the results of preceding phase in writing.
6. If work is carried out by the user or third parties engaged by the user in the context of the assignment at the location of the buyer or a location designated by the buyer, the buyer shall provide the facilities reasonably required by those employees free of charge.
7. The buyer indemnifies the user against any claims from third parties who suffer damage in connection with the implementation of the agreement and which can be attributed to the buyer.
Article 5 Delivery
1. Delivery takes place ex works and / or free at the user’s house.
2. The buyer is obliged to take delivery of the goods at the moment that the user delivers them or has them delivered to him, or at the moment when they are made available to him in accordance with the agreement.
3. If the buyer refuses to take delivery or fails to provide information or instructions that are necessary for delivery, the user is entitled to store the goods at the expense and risk of the buyer.
4. If the goods are delivered, the user is entitled to charge any delivery costs. These will then be invoiced separately.
5. If the user requires information from the buyer in the context of the performance of the agreement, the delivery time will commence after the buyer has made this available to the user.
6. If user has specified a delivery time, this is indicative. A specified delivery time is therefore never a strict deadline. If a period is exceeded, the buyer must give the user written notice of default.
7. The user is entitled to deliver the goods in parts, unless this has been deviated from in the agreement or the partial delivery does not have independent value. The user is entitled to invoice the delivered items separately.
8. If it has been agreed that the agreement will be implemented in phases, the user may suspend the implementation of those parts that belong to a subsequent phase until the buyer has approved the results of the preceding phase in writing.
9. The delivery time is 30 days. After that time the customer has the right to cancel the order.
Article 6 Samples and models, product specifications
1. If a sample or model has been shown or provided to the buyer, then it is presumed to have been provided only as an indication, without the goods having to comply with it.
2. In the case of agreements concerning immovable property, the indication of the surface area or other dimensions and indications is also presumed to be intended merely as an indication, without the case having to comply therewith.
3. If a product specification has been provided to the buyer, then it is presumed to have been provided merely as an indication without the goods having to comply with it. It is up to the buyer to independently investigate whether the product and the technical values of the product meet its expectations.
Article 7 Research, complaints
1. The buyer is obliged to inspect the goods delivered at the time of delivery or delivery, but in any case within the shortest possible time. In addition, the buyer should examine whether the quality and quantity of the delivered goods correspond to what has been agreed, or at least meets the requirements that apply in normal (trade) traffic.
2. Any visible defects or shortages must be reported to the user in writing within three days after delivery. Invisible defects or shortages must be reported in writing within three weeks of discovery, but no later than within 6 months after delivery.
3. If a complaint is submitted in time under the previous paragraph, the buyer remains obliged to purchase and pay for the purchased items. If the buyer wishes to return defective items, this must be done with the user’s prior written consent in the manner indicated by the user.
Article 8 Fees, price, costs
1. If the user has agreed a fixed sale price with the buyer, the user is nevertheless entitled to increase the price.
2. User may charge on price increases, among other things, if significant price changes have occurred between the time of the offer and the execution of the agreement with regard to, for example, exchange rates, wages, raw materials, semi-finished packaging material.
3. The prices used by the user are exclusive of VAT and any other levies, as well as any costs to be incurred in the context of the agreement, including shipping and administration costs, unless stated otherwise.
Article 9 Amendment of the agreement
1. If during the execution of the agreement it appears that for a proper execution it is necessary to change and / or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
2. If the parties agree that the agreement is amended and / or supplemented, the time of completion of the implementation may be affected. The user will inform the buyer of this as soon as possible.
3. If the change and / or supplement to the agreement has financial and / or qualitative consequences, the user will inform the buyer about this in advance.
4. If a fixed rate has been agreed upon, the user shall indicate to what extent the change or supplement to the agreement will result in this fixed rate being exceeded.
5. Contrary to the provisions in this regard, the user will not be able to charge additional costs if the change or supplement is the result of circumstances that can be attributed to him.
Article 10 Payment
1. Payment must be made within 30 days after the invoice date, in a manner to be specified by the user in the currency in which the invoice was made. Objections to the amount of the invoices do not suspend the payment obligation.
2. If the buyer fails to pay within the 30-day period, the buyer is legally in default. The buyer then owes an interest of 1% per month, unless the statutory interest is higher, in which case the legal interest applies. The interest on the claimable amount will be calculated from the moment that the buyer is in default until the moment of payment of the full amount.
3. In the event of liquidation, bankruptcy, seizure or suspension of payment of the buyer, the user’s claims against the buyer are immediately claimable.
4. The user has the right to have the payments made by the buyer go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. The user is entitled, without being in default as a result, to refuse an offer for payment if the buyer designates a different order for the allocation.
1. The user can refuse full repayment of the principal if the vacant and current interest as well as the costs are not paid.
5. If the Buyer places an order or order that exceeds an amount of € 5,000 (in words: five thousand euros), the user is entitled to charge an advance of 25% of the amount of the assignment or order, before commencing work.
Article 11 Retention of title
1. All goods supplied by the user, including any designs, sketches, drawings, films, software, (electronic) files, etc., remain the property of the user until the buyer has complied with all subsequent obligations under all agreements concluded with the user.
2. The buyer is not authorized to pledge the goods falling under the retention of title nor to encumber them in any other way.
3. If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the buyer is obliged to inform the user of this as soon as can reasonably be expected.
4. The buyer undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the insurance policy available for inspection upon first request.
5. Goods supplied by user, which fall under the retention of title pursuant to the provisions of point 1. of this article, may only be resold in the context of normal business operations and may never be used as a means of payment.
6. In the event that the user wishes to exercise his ownership rights referred to in this article, the buyer already gives unconditional and irrevocable permission to the user or third parties to be designated by him to enter all those places where the user’s property is located and which to take things back.
Article 12 Collection costs
1. If the buyer is in default or in default with the fulfillment of one or more of its obligations, then all reasonable costs for obtaining satisfaction out of court will be borne by the buyer. If the buyer fails to pay a sum of money in time, he will also forfeit an immediately payable fine of 15% on the outstanding amount, with a minimum of € 50.00 (in words: fifty euros).
2. If the user has incurred higher costs, which were reasonably necessary, these also qualify for reimbursement.
3. Any reasonable judicial and execution costs incurred will also be borne by the buyer.
4. The buyer owes statutory interest on the collection costs incurred.
Article 13 Suspension and termination
1. The user is entitled to suspend compliance with the obligations or to terminate the agreement if:
a. Buyer does not, not timely or not fully comply with the obligations under the agreement.
b. after the agreement has been concluded, the user learns of circumstances that give good reason to fear that the buyer will not fulfill his obligations. In case there is good reason to fear that the buyer will only partially or not properly comply, the suspension is only permitted insofar as the shortcoming justifies it.
c. the buyer was asked at the conclusion of the agreement to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient. As soon as security has been provided, the power to suspend expires, unless this satisfaction is unreasonably delayed as a result.
2. Furthermore, the user is entitled to dissolve the agreement (or cause it to be dissolved) if circumstances arise that are of such a nature that fulfillment of the agreement can no longer be demanded or if standards of reasonableness and fairness are no longer required, or if circumstances arise otherwise that the unaltered maintenance of the agreement cannot reasonably be expected.
3. If the agreement is dissolved, the user’s claims against the buyer become immediately due and payable. If the user suspends compliance with the obligations, he retains his rights under the law and the agreement.
4. The user always retains the right to claim full compensation.
Article 14 Return of items made available
1. If the user has made goods available to the buyer in the performance of the agreement, the buyer is obliged to return the goods delivered in this way within 14 days in their original condition, free of defects and in full. If the buyer does not comply with this obligation, he is obliged to compensate the user for all resulting damage and all resulting costs.
2. If the buyer, for whatever reason, after receiving a reminder, still fails to comply with the obligation mentioned under 1., the user has the right to recover the resulting damage and costs, including the costs of replacement, from the buyer.
Article 15 Liability
1. If the user is liable for direct damage, then that liability is limited to a maximum of the invoice amount, at least that part of the agreement to which the liability relates. At least up to a maximum of € 5,000 (in words: five thousand euros). The liability is at all times limited to a maximum of the amount to be provided by the user’s insurer in the appropriate case.
2. Direct damage is exclusively understood to mean:
a. the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions;
b. any reasonable costs incurred to have the defective performance of the user comply with the agreement, unless this defect cannot be attributed to the user;
c. reasonable costs incurred to prevent or limit damage, insofar as the buyer demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
3. User is never liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption.
4. The limitations of liability for direct damage included in these conditions do not apply if the damage is due to intent or gross negligence on the part of the user or his subordinates.
Article 16 Transfer of risk
The risk of loss or damage to the products that are the subject of the agreement is transferred to the buyer at the moment that these are legally and / or actually delivered to the buyer and thus in the power of the buyer or of a third party to be designated by the buyer. are being brought.
Article 17 Force majeure
1. The parties are not obliged to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault, and is not for their account under the law, legal act or generally accepted beliefs.
2. Force majeure in these general terms and conditions is understood to mean, in addition to what is understood in this regard by law and case law, all external causes, foreseen or unforeseen, over which the user cannot influence, but as a result of which the user is unable to fulfill his obligations. to come. Strikes in the user’s company are included.
3. User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after the user should have fulfilled his obligation.
4. Parties can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to terminate the agreement, without obligation to compensate damage to the other party.
5. Insofar as at the time of force majeure, the user has in part fulfilled his obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled will have independent value, the user is entitled to fulfill or to fulfill the part already fulfilled. Come to invoice separately. The buyer is obliged to pay this invoice as if it were a separate agreement.
Article 18 Safeguards
1. The buyer indemnifies the user against claims from third parties with regard to intellectual property rights on materials or data provided by the buyer, which are used in the execution of the agreement.
2. If the buyer provides the user with information carriers, electronic files or software, etc., the buyer guarantees that the information carriers, electronic files or software are free of viruses and defects.
Article 19 Intellectual property and copyrights
1. Without prejudice to the other provisions of these general terms and conditions, the user reserves the rights and powers that the user is entitled to under the Copyright Act. All intellectual property rights on user’s products remain with the user.
2. The buyer is not permitted to make changes to the goods, unless it follows otherwise from the nature of the goods delivered or otherwise agreed in writing.
3. Any designs, sketches, drawings, films, software and other materials or (electronic) files created by the user in the context of the agreement remain the property of the user, regardless of whether these are in the hands of the buyer or third parties unless otherwise agreed in writing.
4. All documents provided by the user, such as designs, sketches, drawings, films, software, (electronic) files, etc., are exclusively intended for use by the buyer and may not be reproduced by him without the user’s prior consent, be made public or made available to third parties, unless the nature of the documents provided indicates otherwise.
5. The user reserves the right to use any knowledge that may have increased as a result of performing the work for other purposes, provided that no confidential information is disclosed to third parties.
Article 20 Confidentiality
1. Both parties are obliged to maintain the confidentiality of all confidential information that they have received from each other or from another source in the context of their agreement, including – but not limited to – the information regarding the technical values of the product. In case of violation of this clause by the buyer, he owes the user an immediately due and payable penalty of € 100,000 (in words: one hundred thousand euros).
2. If, on the basis of a legal provision or a court decision, the user is required to provide confidential information to third parties designated by law or the competent court, and the user cannot rely on a legal or competent authority in this regard court recognized or permitted right of change, then the user is not obliged to pay compensation or compensation and the other party is not entitled to dissolve the agreement on the basis of any damage caused as a result.
Article 21 Non-takeover of staff
1. During the term of the agreement and one year after its termination, the buyer shall in no way whatsoever, except after proper business consultation has taken place with the user, the employees of the user or companies that the user has invoked to implement this agreement. and who are (have been) involved in the implementation of the agreement, hire them or otherwise let them work directly or indirectly for themselves.
Article 22 Disputes
1. Any disputes arising from the agreement between the parties or arising from the present general terms and conditions will be submitted to the competent court in Alkmaar. Nevertheless, the user has the right to submit the dispute to the competent court according to the law.
2. Parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.
Article 23 Applicable law
1. Dutch law applies to every agreement between user and buyer. The Vienna Sales Convention is expressly excluded.
Article 24 Amendment, explanation and location of the conditions
1. These terms and conditions have been filed at the office of the Chamber of Commerce in Almaar under number 37105980 and will be sent to the buyer free of charge on request.
2. In the event of an explanation of the content and scope of these general terms and conditions, the Dutch text thereof shall always prevail.
3. The most recently filed version or the version that applied at the time of the conclusion of the agreement always applies.