Article 1: Definitions

Seller: Vitamexx Food B.V., the user of the general terms and conditions;
Buyer: The counterparty of the seller, the purchaser, the client;
Agreement: The agreement between seller and buyer.

Article 2: General

2.1) The provisions of these general terms and conditions apply to every offer and agreement between seller and buyer, to which seller has declared these conditions applicable, unless the parties have expressly and in writing deviated from these conditions.

2.2) These general terms and conditions also apply to all agreements with the seller, for the execution of which the seller makes use of the services of third parties.

2.3) The applicability of the buyer’s general terms and conditions is expressly excluded, unless otherwise agreed in writing by the parties. If the general terms and conditions of the parties apply alongside each other, in case of conflict between the terms and conditions of the seller and the buyer, the provisions in the seller’s general terms and conditions shall prevail.

2.4) If one or more provisions in these general terms and conditions are void or invalidated, the remaining provisions of these general terms and conditions will remain in effect. The seller and the buyer will agree on new provisions to replace the void or invalidated provisions, taking into account the objective and purpose of the original provisions.

Article 3: Offers/Quotations/Prices

3.1) All offers, in whatever form, are non-binding, unless a term for acceptance is stated in the offer.

3.2) Agreements in which the seller is a party are only considered concluded:
    a) after both parties have signed a contract, starting from the date of signing;
    b) after the seller has confirmed an order placed by the buyer in writing;
    c) failing that, by the actual delivery from stock of the sold products.

3.3) If a natural person enters into an agreement on behalf of or for the account of another natural person, they declare by signing the contract that they are authorized to do so. This person is jointly and severally liable for all obligations arising from the agreement.

3.4) If the acceptance deviates from the offer in the quotation, the seller is not bound by it. The agreement does not come into effect according to this deviating acceptance, unless the seller indicates otherwise.

3.5) A composite quotation does not oblige the seller to deliver a part of the products included in the offer or quotation at a corresponding part of the stated price.

3.6) Delivery times in agreements between the parties are indicative and do not entitle the buyer to cancellation or compensation in case of exceeding, unless expressly agreed otherwise.

3.7) Prices in agreements are valid for delivery from the seller’s warehouse, in euros, including loading costs, excluding VAT, government levies, excluding shipping, freight, administration, and packaging costs, unless agreed otherwise.

3.8) The seller may pass on price increases of more than 10% if price changes have occurred between the moment of acceptance and delivery concerning, for example, exchange rates, wages, raw materials, or packaging materials.

3.9) If the seller enters into more than one agreement with the buyer, the following agreements shall always be subject to these general terms and conditions, regardless of whether these are explicitly declared applicable.

Article 4: Delivery

4.1) Delivery takes place from the seller’s warehouse, unless the parties agree otherwise.

4.2) The buyer is obligated to take delivery of the products when the seller delivers them or arranges delivery, or when these are made available to the buyer according to the agreement.

4.3) If the buyer refuses to take delivery or fails to provide the necessary information or instructions required for delivery, the seller is entitled to store the products at the buyer’s risk and expense.

4.4) If the products are delivered, the seller may charge any delivery costs.

4.5) The seller is entitled to deliver the products cash on delivery.

4.6) If the seller has provided a delivery period, it is indicative. A given delivery time is never a fatal term. In case of exceeding a deadline, the buyer must give the seller written notice of default.

4.7) If the seller requires information from the buyer in the context of the performance of the agreement, the delivery time begins after the buyer has provided this information to the seller.

4.8) The seller is entitled to deliver the products in parts. The seller may invoice partial deliveries separately.

Article 5: Inspection, Complaints

5.1) The buyer is obliged to inspect the goods at the time of delivery, but in any case, within one day. The buyer should check whether the quality and quantity of the goods correspond to what has been agreed.

5.2) If a sample was shown to the buyer, it is presumed to have been shown only as an indication and does not need to match the actual product unless explicitly agreed otherwise.

5.3) Any visible defects must be reported to the seller in writing within 4 working days after delivery. The notice of default must contain a detailed description of the deficiency so that the seller can adequately respond.

5.4) If the buyer complains within the prescribed period, the buyer remains obligated to accept and pay for the purchased products. If the buyer wishes to return defective products, this must be done with the seller’s prior written consent and in the manner specified by the seller.

5.5) The buyer must allow the seller to inspect the goods at the seller’s first request to verify the complaint.

5.6) If the complaint is valid, the seller will replace the delivered goods, unless it has become demonstrably futile for the buyer. This must be communicated to the seller in writing. However, the seller is always only liable within the limits defined in the “Warranty” and “Liability” articles.

Article 6: Payment

6.1) Payment must be made in cash upon delivery or within 30 days after the invoice date in euros, in a manner specified by the seller. Disputes about the invoice amount do not suspend the payment obligation.

6.2) If the buyer fails to make payment within the 30-day term, the buyer is automatically in default. The buyer will then owe interest of 1% per month or part of it, unless the statutory interest or statutory commercial interest is higher, in which case the highest interest applies. The interest on the due amount will be calculated from the moment the buyer is in default until the full payment is made.

6.3) In the event of liquidation, bankruptcy (or filing for it), entry of the buyer into statutory debt restructuring under the Dutch Debt Restructuring Natural Persons Act, seizure, or (temporary) suspension of payments, the seller’s claims on the buyer become immediately due.

6.4) Payments first cover costs, then any interest, and finally the principal sum and the ongoing interest.

Article 7: Collection Costs

7.1) If the buyer fails to comply with his obligations in a timely manner, all reasonable costs to obtain satisfaction out of court are for the buyer’s account. Collection costs are calculated according to the collection rate advised by the Dutch Bar Association in collection cases.

7.2) If the seller incurs higher costs that were reasonably necessary, these are also eligible for reimbursement.

7.3) Any reasonable judicial and enforcement costs incurred are also for the buyer’s account.

Article 8: Retention of Title

8.1) All products delivered by the seller remain the property of the seller until the buyer has fulfilled all obligations arising from all agreements entered into with the seller.

8.2) The buyer is not authorized to pledge or encumber the products that are subject to retention of title in any other way.

8.3) If third parties seize the products delivered under retention of title or wish to establish or assert rights to them, the buyer is obliged to inform the seller as soon as possible.

8.4) Products delivered by the seller, which fall under the retention of title according to the first paragraph of this article, may only be resold in the course of normal business operations and may never be used as a means of payment.

8.5) In the event the seller wishes to exercise its property rights as defined in this article, the buyer hereby grants unconditional and irrevocable permission to the seller or any third parties designated by the seller to enter any location where the seller’s property is located and to take those products back.

Article 9: Warranty

9.1) The products delivered by the seller comply with the requirements and specifications set by Dutch legislation and are customary in the industry.

9.2) This warranty is limited to deliveries to buyers in the Netherlands.

9.3) This warranty is limited to 4 days after delivery.

9.4) This warranty expires:
    a) upon resale of the delivered products, unless the parties have expressly agreed otherwise;
    b) in case of improper or improper use or storage of the delivered goods by the buyer or a third party.

9.5) As long as the buyer does not meet their obligations under the agreements made between the parties, they cannot invoke this warranty provision.

Article 10: Suspension and Termination

10.1) The seller is entitled to suspend the fulfillment of its obligations or terminate the agreement if:
    a) the buyer fails to meet their obligations under the agreement, not timely, or not fully;
    b) after the conclusion of the agreement, circumstances come to the seller’s attention which give reasonable grounds to fear that the buyer will not fulfill the obligations, not timely, or not fully. In the event of good reason to fear that the buyer will only partially or improperly perform, suspension is only permitted to the extent that the shortcoming justifies this;
    c) the buyer was requested to provide security for the fulfillment of their obligations under the agreement when the agreement was concluded, and this security is not provided or is insufficient. Once security is provided, the right to suspend will lapse unless this results in an unreasonable delay in performance.

10.2) The seller is also entitled to terminate the agreement if circumstances arise that make it impossible to perform the agreement, or it can no longer be required based on reasonableness and fairness, or if other circumstances arise that make it unreasonable to maintain the agreement unchanged.

10.3) If the agreement is terminated, the seller’s claims against the buyer become immediately due and payable. If the seller suspends the performance of the obligations, they retain their claims under the law and agreement.

10.4) The seller always retains the right to claim damages.

Article 11: Cancellation

11.1) If the buyer wishes to cancel an agreement with the seller after it has been concluded, 10% of the agreed order price, including VAT, will be charged to the buyer as cancellation costs, without prejudice to the right to full compensation, including lost profits.

11.2) If the buyer refuses to accept products already purchased by the seller at the time of cancellation, the buyer is obliged to pay all costs resulting from this to the seller.

11.3) Cancellation must be made by registered letter.

Article 12: Liability and Indemnification

12.1) If the products delivered by the seller are defective, the seller’s liability towards the buyer is limited to what is provided under “Warranties” in these terms and conditions.

12.2) The seller is never liable for the presence of substances on the delivered goods that are prohibited by law.

12.3) If the seller is liable for direct damage, this liability is limited to the maximum amount of the insurance payment to be provided by the seller’s insurer, or at most the invoice amount, or at most that part of the agreement to which the liability applies.

12.4) The seller is never liable for indirect damage, including consequential damage, lost profits, missed savings, and damage due to business interruption.

12.5) If the seller is held liable by a third party for any damage for which the seller is not liable under the agreement with the buyer or these terms and conditions, the buyer will fully indemnify the seller in this regard.

12.6) The liability limitations for direct damage in these terms and conditions do not apply if the damage is due to intent or gross negligence of the seller or its subordinates.

Article 13: Risk Transfer/Transport

13.1) The risk of loss or damage to the products that are the subject of the agreement passes to the buyer at the moment the products are legally and/or physically delivered to the buyer and thus placed under the control of the buyer or a third party designated by the buyer.

13.2) If the seller arranges the transport of the products that are the subject of the agreement, it is done entirely at the buyer’s risk.

13.3) If and to the extent the seller takes care of the transport, shipping, packaging, or similar, the method of doing so, if no further instructions have been provided by the buyer, will be determined by the seller. Unless otherwise agreed, the buyer bears all the risks, including any fault/negligence of the carrier.

13.4) Any specific transport/shipping wishes from the buyer will only be carried out if the buyer declares they will bear the additional costs.

Article 14: Force Majeure

14.1) Parties are not required to fulfill any obligation if they are hindered from doing so due to a circumstance that is not attributable to gross negligence or intent on the part of the party invoking it, and is not attributable to them according to the law, a legal act, or prevailing views.

14.2) Force majeure in these general terms and conditions is understood to include, in addition to what is understood in law and jurisprudence, all external causes, whether foreseen or unforeseen, which the seller cannot influence, such as traffic jams, but which prevent the seller from fulfilling its obligations. Strikes within the seller’s business or at the auction are included.

14.3) The seller also has the right to invoke force majeure if the circumstances that prevent (further) performance arise after the seller was due to fulfill its obligations.

14.4) During the period that force majeure persists, the parties can suspend the obligations under the agreement. If this period lasts longer than two months, either party is entitled to terminate the agreement without any obligation to compensate the other party for damages.

14.5) To the extent that the seller has already fulfilled or will fulfill part of the obligations under the agreement at the time of force majeure, and the fulfilled or to be fulfilled portion has independent value, the seller is entitled to invoice the already fulfilled or to be fulfilled portion separately. The buyer is obliged to pay this invoice as though it were a separate agreement.

Article 15: Disputes

The court in the seller’s place of business has exclusive jurisdiction to hear disputes. Nevertheless, the seller has the right to bring the dispute before the competent court according to the law.

Article 16: Applicable Law

Dutch law applies to every agreement between the seller and the buyer. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.