Supplier: Klepper & Klepper B.V. located at Voltastraat 43 (1446 VB) in Purmerend and registered with the Chamber of Commerce under number 67395295.
Customer: the (legal) person to whom the Supplier has addressed an offer or with whom the Supplier has entered into an agreement.
2.1 These terms and conditions apply to every offer, quotation or agreement between Customer and Supplier, to the extent that these terms and conditions are not expressly deviated from by the parties in writing.
2.2 If these terms and conditions are not expressly deviated from by any written stipulation, these terms and conditions will prevail over any terms and conditions Customer may wish to apply.
2.3 The conditions also apply to subsequent orders in the event that the conditions have applied to a previous order.
2.4 If one or more provisions of these general terms and conditions should at any time be wholly or partially void or voided, the remaining provisions of these general terms and conditions will continue to apply in full. The Customer and Supplier shall then consult to agree on new provisions to replace the void or voided provisions, taking into account as much as possible the purpose and tenor of the original provisions.
2.5 If there is any uncertainty as to the interpretation of one or more provisions of these general terms and conditions, the interpretation must be in the spirit of these provisions.
2.6 If the Supplier does not always require strict compliance with any provision, this does not mean that the Supplier loses the right to require strict compliance with these provisions in other cases.
3. Offers/completion of contract
3.1 All offers, quotations and other statements by the supplier are without obligation, unless explicitly stated otherwise by the supplier in writing.
3.2 The offer/quotation made by the supplier to the other party is valid for 3 months after the quotation date. After expiry of the 3 month term, the offer automatically expires.
3.3 If the other party places an order, the agreement is only effected by the supplier accepting it in writing, or sending an order confirmation electronically, or making a clear start with its execution.
3.4 Samples, models, descriptions, illustrations and publications are considered to indicate the quality of the goods to be delivered. Any deviations do not give the other party the right to refuse to accept or pay for the goods, unless the deviation is so great that the other party cannot reasonably be expected to accept it.
3.5 The supplier cannot be bound by its offers if the other party should have understood, in all reasonableness and fairness and according to common social views, that the offer, or a part thereof, contains an apparent mistake or clerical error.
3.6 Modifications to the agreement must be agreed in writing, whereby the written confirmation from the supplier is decisive for the content and scope of the modifications and the consequences for the price.
4.1 The supplier will invoice on the basis of the rates applicable at the time the order is given, as fixed by the supplier.
4.2 Unless expressly confirmed otherwise by the supplier, all prices mentioned are always exclusive of turnover tax (VAT).
4. 3 Changes in purchase prices, wage and material costs, social and government charges, freight costs, customs tariffs, insurance premiums and other costs relating to the agreed performance give the supplier the right to change the price, on the understanding that the other party is entitled to cancel the contract if such increases amount to more than 10% of the original order amount.
5.1 Delivery takes place ex works, unless expressly agreed otherwise. In the event that the opposing party wishes for a different method of delivery, these additional costs will be at the expense of the opposing party.
5.2 The opposing party is obliged to take delivery of the purchased goods at the moment of delivery, or at the moment they are delivered to him. Furthermore the opposing party is obliged to provide sufficient loading and unloading facilities and to ensure that the waiting time for delivery is as short as possible. If the other party refuses to take delivery, or is negligent in the provision of information or instructions necessary for delivery, the other party will be liable for all additional costs to the supplier.
5.3 Dispatch and transport from the supplier to the other party is at the expense of the other party. At the moment of delivery the risk of the delivered goods passes to the other party.
6.1 Complaints to the Supplier regarding a defect must be made in writing.
a. In the case of a noticeable fault immediately upon delivery of the goods. In the case of a non-detectable shortcoming within two days of the discovery of the shortcoming.
6.2 In any case the complaint must be made to Supplier in writing.
6.3 If no complaint is made within the terms of article 6.1, the Customer will be deemed to have received the goods in sound condition.
6.4 A shortcoming does not entitle the Customer to damages and/or the suspension of his obligation.
7.1 Unless otherwise agreed, payment must be made in cash on delivery or at the time of ordering via the Internet.
7.2 If there is a written deviation from article 7.1, payment must in principle be made within thirty days of invoicing.
7. 7.3 If Customer chooses to pay by direct debit, he is responsible for having sufficient balance in the account.
7.4 In the event that Customer fails to pay an invoice, all costs for extrajudicial settlement will be for his account. The extrajudicial collection costs are set in advance at 15% of the invoice amount with a minimum of €300.
7.5 In the event of liquidation, bankruptcy or suspension of payment of Customer the claims of Supplier will be immediately due and payable.
7.6 Customer is obliged at Supplier’s first request to provide security for the full performance of the agreement, in default of which all the Supplier’s claims will become immediately due and payable.
8. Retention of title
8.1 All the goods delivered by Supplier remain the property of Supplier until Customer has fulfilled all its obligations arising from the purchase agreement.
8.2 Supplier is entitled to take back the goods it has delivered if Customer is in default, has applied for a moratorium, or is in a state of bankruptcy.
8.3 If third parties seize goods delivered under reservation of title or wish to establish or assert rights to them, Customer is obliged to inform Supplier accordingly.
9.1 Without prejudice to its obligations under the law, Supplier is not liable for any damage, direct or indirect, resulting from late or defective delivery of goods or services performed.
9.2 Without prejudice to the provisions of article 9. 1, the Supplier’s liability is always limited to the net invoice value of the goods or services delivered or performed incorrectly or untimely.
9.3 Without prejudice to the provisions in articles 9.1 and 9.2, there can only be liability on the part of the Supplier in the event of intent or deliberate recklessness.
10. Force majeure
10.1 The Supplier is entitled to suspend an obligation if it is temporarily prevented from fulfilling its obligations due to circumstances beyond its control or of which it was not or could not have been aware at the time the contract was concluded.
10. Force majeure
10.1 The Supplier is entitled to suspend an obligation if he is temporarily prevented from fulfilling his obligations due to circumstances beyond his control or of which he was not or could not be aware at the time of the conclusion of the agreement.
10. 10.2 Supplier failures, strikes and work stoppages, weather conditions, theft or other loss of materials are in any event circumstances as referred to in article 10.1. In this case the Client shall not be entitled to compensation for the damage suffered as a result of the dissolution.
11. Suspension and dissolution
11.1 If Customer fails to fulfil an obligation, Supplier shall be entitled to suspend its obligations or to dissolve the agreement in whole or in part.
12.1 A guarantee on the goods supplied is only applicable if this has been agreed in writing or to the extent provided for by law. No guarantee is given on perishable goods. Supplier will produce with due observance of the legal requirements in the Netherlands.
13. Intellectual property
13.1 The goods delivered by the supplier do not infringe any intellectual property right or copyright. However, if it is established, legally or otherwise, that any item delivered by the supplier infringes the intellectual property rights or copyrights of a third party, the supplier will, at his discretion and after consultation with the other party, replace the item in question with an item that does not infringe the aforementioned rights, or acquire a right of use for it, or take back the item in question against repayment of the purchase price less the usual depreciation.
13.2. The other party has no right to replacement of the item that constitutes a breach of any intellectual property right or copyright of a third party, if he has not informed the supplier of this in writing within 30 days of becoming aware of the fact.
13.3 All recipes, all moulds and all operating assets required for the production of delivered goods remain the property of the supplier, and the supplier has the exclusive copyright on, in particular, the recipe underlying the goods delivered and the brands and trade names used by the supplier. The other party ensures to the best of its ability that these rights are not infringed by its employees or third parties and will report infringements of these rights to the supplier without delay. The method of production, insofar as it is not patentable, falls under the copyright of the supplier. The other party recognises the supplier’s exclusive right to the production methods and processes used and will enforce this exclusive right of the supplier against third parties to the best of his ability and report infringements to the supplier without delay.
14. Recall action
14.1 The other party is obliged to cooperate with recall actions if, in the judgement of the supplier, it is necessary to recall the goods delivered by him to the consumer.
15.1 The other party grants the supplier permission to store the data supplied by the other party in a data file.
15.2 The supplier’s website and all texts, documents, images and sound which appear on it, all in the broadest sense, are protected by copyright. Any further distribution, publication or transmission thereof requires the written consent of the supplier. The supplier excludes liability for any damage (direct, indirect and consequential) arising from the use of its website and its contents.
16. Limitation period
16.1 All legal actions by the opposing party against the supplier become prescribed by the expiry of one year after the opposing party has protested against the matter.
17. Applicable law
17.1 The contract concluded between Supplier and Customer is governed exclusively by Dutch law.
17.2 Any disputes shall be settled by the competent court in the place where Supplier is established, albeit that Supplier always retains the power to submit the dispute to the competent court in the place where Customer is established.