Natural Happiness is part of 2Food BV
1.1 These general terms and conditions of sale and delivery ("General Terms and Conditions") apply to every quotation, offer and agreement from 2Food BV ("2Food") to the sale and delivery of products ("Products") to a customer ("Customer" ").
1.2 These General Terms and Conditions also apply to the services related to the sale and delivery of Products.
1.3 The applicability of the Customer's general terms and conditions is hereby expressly rejected.
1.4 Deviating clauses only apply if they have been accepted by 2Food in writing and only for the agreement in which they were made. Otherwise, these Terms and Conditions remain in force.
1.5 The customer with whom the present General Terms and Conditions has been contracted once, agrees with the applicability of these General Terms and Conditions to subsequent agreements between it and 2Food.
1.6 If a provision in the General Terms and Conditions is invalid or destroyed, the remaining provisions of the General Terms and Conditions will remain in force. 2Food and the Customer enter into consultation to agree on a new provision to replace the void / voided provision, taking into account as far as possible the purpose and scope of the provision to be replaced.
1.7 2Food has the right to unilaterally change the General Terms and Conditions. Such a change will have legal force between 2Food and the Customer with an existing agreement, and will take effect 14 days after notification thereof to the Customer. A Customer with an already existing agreement with 2Food can reject the change to the General Terms and Conditions in writing within 14 days of the aforementioned notification in which case the present General Terms and Conditions will continue to apply to the relevant agreement with the Customer.
2. Offer and agreement
2.1 All offers made by 2Food are without obligation, even if the offer includes a period for acceptance.
2.2 An agreement only binds 2Food, even if an offer has been made by him and this has been accepted by the Buyer, after 2Food has accepted the order from the Buyer in writing (including by e-mail), or has explicitly started to implement the agreement.
2.3 A change in and / or a supplement to an agreement only binds 2Food after 2Food has explicitly agreed in writing (including by e-mail) to that change or supplement.
2.4 These General Terms and Conditions apply accordingly to changes and / or additions to an agreement.
3. Price and payment
3.1 Unless explicitly stated or agreed otherwise, the prices agreed with 2Food are net, Ex Works (in accordance with the provisions of the latest version of the Incoterms). The prices are exclusive of VAT, exclusive of import and export duties, excise duties and other taxes or levies imposed or levied in relation to the Products and exclusive of transport costs and deposit or packaging.
3.2 If 2Food has taken on costs of transport, packaging, packaging, loading, unloading or insurance of Products, without explicit written agreements on the price, 2Food is entitled to charge the actual costs to the Customer.
3.3 2Food is entitled to increase the quoted or agreed prices if after the conclusion of the agreement but before delivery of the Products a price increase occurs in the costs related to the development of the Products, and on which 2Food cannot reasonably influence .
3.4 Payment of the total agreed price must be made within fourteen (14) days after the invoice date.
3.5 In the event of late payment of any amount due, the Purchaser will be in default without a notice of default being required and then statutory interest will be owed from the exceeding of the applicable period until the day of full payment of the amount due.
3.6 2Food is always authorized to set off everything that it owes the Buyer against what the Buyer owes to 2Food, whether or not due and payable, under conditions or on time.
3.7 2Food has the right to have the payments made by the Customer 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.
3.8 The customer is never entitled to set off what he owes to 2Food, nor is he entitled to rely on setoff as a defense.
3.9 If the Customer is in default in the (timely) fulfillment of his payment obligations, then all reasonable costs for obtaining settlement out of court will be for the account of the Customer. The extrajudicial costs are calculated on the basis of what is customary at that time in Dutch collection practice. Judicial and execution costs incurred are also at the expense of the Purchaser. The customer also owes interest on all the costs mentioned in this provision.
4. Delivery time
4.1 A delivery period starts after the conclusion of the agreement.
4.2 The delivery periods stated by 2Food are indicative and can never be regarded as deadlines. If the period is exceeded, the Buyer must therefore give 2Food written notice of default (including by e-mail). 2Food must be offered a reasonable period of time in which to execute the agreement.
4.3 In the event that the delivery period is exceeded, 2Food is never liable for any damage that the Customer might suffer as a result of late delivery.
4.4 The delivery period is extended by the time that the implementation of the agreement is delayed due to force majeure (with due observance of Article 17 of these General Terms and Conditions).
4.5 The customer is never entitled to suspend its obligations towards 2Food or to dissolve the agreement, nor is it entitled to rely on suspension or dissolution as a defense.
5. Delivery, purchase and storage
5.1 Unless the parties have expressly agreed on a different delivery method, the delivery of the Products will take place "ex works" or the warehouse of 2Food (Ex Works, in accordance with the provisions of the latest version of the Incoterms).
5.2 2Food is entitled to deliver in parts. Each partial delivery is considered as an independent delivery for the purposes of these General Terms and Conditions.
5.3 The Products to be delivered must be received in full by or on behalf of the Customer at the agreed place and at the agreed time of delivery. Customer is responsible for sufficient loading and unloading options and for rapid unloading. If the Products are not received or not received in time, the Buyer will be in default without notice of default. 2Food is in that case entitled to store the Products at the expense and risk of the Customer or to sell them to third parties. The customer will continue to owe the purchase price, plus interest, compensation and costs, and possibly less the net proceeds from the sale of the Products to the third party / parties.
5.4 If requested by 2Food, the Customer gives 2Food an indication of the expected purchase volume for that quarter at the start of each quarter. If the Purchaser expects a different purchase volume during the quarter, the Purchaser will immediately inform 2Food of this in writing, failing which the Purchaser will be bound by the fully agreed price at the end of that quarter only if the purchase volume is lower than the stated indication. for the indicated higher purchase volume for that quarter.
6.1 The Products to be delivered by 2Food meet the usual requirements and standards that can reasonably be imposed on them at the time of delivery and for which they are intended for normal use.
6.2 All statements by 2Food of weights, measurements, numbers and / or other indications with regard to the Products are made with the greatest possible care. However, 2Food cannot guarantee that no deviations will occur in this regard. Deviations customary in the industry are in any case permitted (including, among other things, weight loss due to cooling or freezing).
6.3 Upon delivery, the Customer must check the Products for compliance with specified or agreed weights, dimensions, numbers and / or other indications, soundness and conformity.
6.4 The customer must determine that the Products delivered to it and the accompanying documentation, packaging, labeling and / or other information comply with all (legal) requirements and conditions set in the country of destination.
7.1 In the case of frozen Products, visible defects must be reported to 2Food in writing (including by e-mail) within forty-eight (48) hours after delivery and within twenty-four (24) hours after delivery, failing which of which every claim of the Customer with regard to visible defects towards 2Food expires.
7.2 Hidden defects must be reported to 2Food in writing (including by e-mail) within five days after they have been discovered or should reasonably have been discovered, failing which any claim by the Customer with regard to invisible defects towards 2Food will lapse.
7.3 Written notification of a defect as referred to in art. 7.1 or 7.2 must contain a detailed description of the defect and 2Food must be given the opportunity to investigate the defect found (or have it investigated), in the absence of which any claim by the Customer with regard to the defect in question lapses.
7.4 In the event of an established defect and provided that the provisions of art. 7.1 to 7.3, 2Food will, insofar as reasonably possible, either remedy the defect free of charge by supplementing or replacing the defective Product or proceed to credit the part of the price to which the defect relates, all at the discretion of 2Food. .
7.5 The right of the Customer to complain expires if and as soon as:
- the Products are defective by or on behalf of the Buyer or in violation of the provisions of art. 10 or have been transported, handled, used, processed or stored in violation of instructions given by or on behalf of 2Food;
- the Products have been processed, processed or repackaged by or on behalf of the Customer;
- the defect has been reported after the expiry date of the Product;
- Customer does not, does not properly or timely comply with or has not complied with any of the underlying agreement or the General Terms and Conditions for its resulting obligation towards 2Food.
7.6 After establishing a defect in a Product, the Customer is obliged to do all that prevents damage (to 2Food, the Customer or third parties) or, if not possible, limits it, including discontinuation of the use, processing or processing of the Product and recalling the Product.
7.7 If it is established that there is no question of a defect in the Product, then the costs will be incurred by 2Food by the notification of the defect by the Customer, including the research costs incurred in the implementation of art. 7.3, for the account of the Customer. In that case, the Customer is also liable for all damage suffered and to be suffered by 2Food as a result of the incorrect notification.
8.1 The Customer will never become the owner of the packaging, including but not limited to crates, pallets, containers and other aids during transport, even if the Customer pays a deposit for this. The customer is not entitled to make the packaging available to third parties, to cover it, to pledge it or to encumber it in any other way.
8.2 The packaging may not be used for purposes other than those for which it is intended.
8.3 The Buyer is not permitted to use indications, inscriptions
to change, remove, or remove characters placed on the packaging,
paint, sticker or cover in any way.
8.4 The Purchaser is obliged to return the packaging with the next delivery of 2Food to the Purchaser, but no later than 30 days after the most recent delivery, cleaned and possibly sorted. The costs of this will be borne by the Customer.
8.5 In the event of damage or loss of packaging or breach by the Customer of any provision described in Article 8, it will immediately be in default without further notice of default, the Customer's claim for repayment of the deposit will be canceled and the Customer will be obliged to deduct the damage, after deduction of the deposit. deposit, to be reimbursed to 2Food.
9. Transfer of ownership and risk, reservation of ownership
9.1 The risk of the Products transfers to the Customer at the time of delivery.
9.2 The ownership of the delivered Products does not transfer to the Customer until the Customer owes 2Food all that it owes to 2Food pursuant to or in connection with any agreement concluded with 2Food for the delivery of Products and / or the provision of services. has paid in full, including damages, costs and interest.
9.3 The Purchaser is obliged to purchase the Products that are pursuant to art. 9.2 fall under the retention of title, keep identifiable and / or make and separate them from each other and from the other items at the Customer. 2Food is always entitled, without requiring any further authorization on the part of the Buyer, to take back the items that fall under its retention of title, regardless of where these items are located. Customer will fully cooperate in this regard. The possible costs involved in this will be borne by the Customer and the payment obligation from Article 3 will not be canceled.
9.4 Products delivered by 2Food that pursuant to art. 9.2 are subject to retention of title, may not be resold. The customer is not authorized to pledge or encumber the goods subject to the retention of title in any other way.
9.5 The customer must always do everything that can reasonably be expected of him to safeguard the property rights of 2Food.
9.6 If third parties seize the goods delivered under retention of title or wish to establish or enforce rights thereon, the Customer is obliged to immediately inform 2Food thereof.
9.7 The customer undertakes to insure and keep insured the goods delivered subject to retention of title against all risks customary in the industry, including but not limited to, fire, explosion and water damage as well as against theft, and the insurance policy upon first request to 2Food for inspection. In the event of payment of the insurance, 2Food is entitled to these tokens. Insofar as necessary, the Customer undertakes towards 2Food in advance to cooperate with everything that might (prove to be) necessary or desirable in that context.
9.8 The Customer waives any right of retention on the Products and will not impose seizure of the Products.
10. Use of the Products
The Customer may only use the Products in the context of normal business operations and in a manner that is customary and acceptable in normal traffic, or, if applicable, in the manner indicated by 2Food. "Use" is understood to include processing and processing of the Products whether or not in or into a new product.
11. Limitation of liability
11.1 2Food is never liable for damage resulting from the incorrect, negligent or irresponsible use of its Products.
11.2 2Food is never liable for damage suffered by the Customer except to the extent that the damage suffered was caused intentionally or by gross negligence on the part of 2Food.
11.3 2Food is in no way liable for indirect or immaterial damage, including but not limited to business or consequential damage, loss of income and profits, loss of customers and image damage.
11.4 2Food is never liable for any acts or omissions of assistants, whether or not engaged by it. The applicability of Article 6:76 of the Dutch Civil Code is excluded.
11.5 In all cases where 2Food is obliged to pay compensation for damage, this compensation will never be higher than, at the option of 2Food, either the invoice value of the Products that caused or in connection with which the damage was caused, or if the damage was covered by a 2Food insurance, the amount irrevocably paid by the insurer in this regard.
11.6 The employees of 2Food and the assistants engaged by 2Food in the implementation of the agreement may invoke the provisions of the agreement and these General Terms and Conditions vis-à-vis the Customer.
12. Expiry period
Without prejudice to the provisions of art. 6:89 of the Dutch Civil Code, any claim against 2Food lapses after the lapse of 12 (twelve) months after the claim arose.
The customer indemnifies 2Food, its employees and the assistants engaged for the implementation of the agreement against all claims for damages from third parties in connection with the Products delivered by the customer to 2Food or services provided to the customer. The customer is also obliged to reimburse the reasonable costs of the defense of 2Food against claims from third parties.
14.1 2Food may oblige the Buyer to recall Products that it has put into circulation and to which there is a defect, or which may be affected by a defect, within a reasonable period to be determined by 2Food ("recall action"). All costs associated with the recall action are for the account of the Customer, unless the recall action on the basis of the agreement, these General Terms and Conditions or the law does not come at the risk of the Customer.
14.2 The customer is obliged to immediately implement a request from 2Food to perform a recall action, in the absence of which it is directly in default and the costs in connection with the recall action and the damage resulting from the defect in full. will be for the account of the Customer, regardless of the risk of the recall.
15. Intellectual Property Rights
All intellectual property rights with regard to the Products and / or services provided are vested in 2Food or its supplier (s) and are not transferred to the Customer by the agreement with 2Food.
The Customer is obliged to keep secret everything that is known to it in the context of the implementation of the agreement concerning 2Food and more specifically the Products of 2Food, even if the information referred to is not specifically classified as confidential, and of staff members and third parties involved in the performance of the agreement. The Customer is prohibited from using the information referred to for his own use or use for third parties.
17. Force majeure
17.1 2Food is never liable for the failure to fulfill any obligation under the agreement that is the result of force majeure.
17.2 Force majeure is understood to mean, in addition to what is provided for in law and jurisprudence, any circumstance over which 2Food could not reasonably exercise any influence and as a result of which fulfillment of any obligation under the agreement becomes impossible, or is made more difficult or delayed or as a result of which fulfillment of any obligation 2Food cannot reasonably be expected from the agreement.
17.3 Force majeure includes: strike, shortages, riots, riots, fire, flood, storm, explosions, natural disasters, war, government intervention, working conditions, earthquakes, environmental pollution, lack of materials (both lack of production material and IT), business blocks, lack raw materials, terrorism, import and export restrictions, delayed delivery of goods or services from third parties to 2Food, accidents.
17.4 If the force majeure is not definitive, the obligations that have been affected by the force majeure will be suspended from the moment that 2Food has notified the Customer of the force majeure situation.
17.5 If the period of force majeure lasts longer than one month, the parties are entitled to cancel the agreement for the part not performed as a result of the force majeure, without being obliged to pay any compensation or reimbursement of amounts already paid.
18. Agreement termination
18.1 2Food may immediately terminate the agreement with the Customer in writing without further notice of default and / or judicial intervention and without liability to the Customer for damages or suspend its obligations:
- if the Customer fulfills his obligations under the agreement
does not, not timely or properly comply, or if 2Food can reasonably deduce from a notification from the Customer or otherwise that the Customer will fail to fulfill his obligations under the agreement;
- if the Customer is granted suspension of payment;
- if the bankruptcy of the Customer is pronounced;
- if the Customer discontinues, liquidates or sells to a third party;
- if attachment is charged to the Customer;
- if, in the opinion of 2Food, a radical change occurs in the direct or indirect control relationships at the Customer;
- if any benefit is offered or provided by or on behalf of the Customer to a person who is part of 2Food.
18.2 2Food may terminate the agreement with the Buyer in whole or in part if the agreement with one of its suppliers is terminated or dissolved for whatever reason, or is no longer executed by one of its suppliers for any other reason. In that case 2Food is only obliged to credit the amount for which the Customer has not received delivery.
18.3 2Food is entitled at all times to cancel the agreement with the Purchaser in writing with due observance of a cancellation period of 30 (thirty) days.
19. Applicable law and competent court
19.1 Only Dutch law applies to the legal relationship between 2Food and the Customer. The Vienna Sales Convention 1980 does not apply.
19.2 The Dutch court in the district of 2Food.is exclusively authorized to take cognizance of disputes arising from an agreement between the Customer and 2Food.
20. Other provisions
20.1 Provisions from these General Terms and Conditions that, explicitly or by their nature, must remain in force even after the expiry or termination of the agreement, remain in force after expiry or termination, including also articles / paragraphs 1 (Applicability), 3 (Price and payment), 9 (Transfer of ownership and risk, retention of title), 11 (Limitation of liability), 12 (Expiration period), 13 (Indemnity), 14 (Recall), 15 (Intellectual and industrial property rights), 16 (Confidentiality) and 19 (Applicable law and competent court).
20.2 If any provision or part of the agreement between 2Food and the Customer or these General Terms and Conditions cannot be invoked, the remaining part of the agreement or the General Terms and Conditions will remain in force. The provision or the part of the agreement that cannot be invoked must be deemed to have been adapted in such a way that an appeal can be made, whereby the intention of the parties with regard to the original provision or the original part of the agreement or General Conditions are maintained as much as possible.
21.1 These General Terms and Conditions have been established by 2Food and have been filed with the Chamber of Commerce.