General Terms and Conditions of Foodconnx B.V.
The private company with ordinary structure Foodconnx B.V. is registered with the Chamber of Commerce under number 85322296 and is located at Pater van den Elsenlaan 23 in (5462 GG) Veghel.
Article 1 – Terms
- In these General Terms and Conditions, the terms below are used in the following sense, unless explicitly stated otherwise:
- Offer: Any written offer to Buyer for the supply of Products by Seller under these General Terms and Conditions. The offer will usually be made by Foodconnx through its Website/Platform.
- Company: The natural or legal person who acts in the exercise of a profession or business.
- Buyer: The Company that enters into a (distance) Agreement with Seller.
- Agreement: The (distance) purchase agreement that relates to the sale and delivery of Products purchased by Buyer on the Platform offered by Foodconnx.
- Products: The Products (and/or brands) offered by Foodconnx are of various kinds. Foodconnx offers these Products on behalf of the Supplier/Producer of these Products/brands.
- Seller: The supplier of Products to Buyer, hereinafter referred to as “Foodconnx”.
- Website/Platform: www.foodconnx.com
Article 2 – Applicability
- These General Terms and Conditions apply to every offer by Foodconnx and every Agreement between Foodconnx and a Buyer and to every Product offered by Foodconnx.
- Before a (distance) Agreement is concluded, these General Terms and Conditions will be made available to Buyer. If this is not reasonably possible, Foodconnx shall indicate to Buyer how to consult the General Terms and Conditions, which are in any case published on the Foodconnx website, so that Buyer may easily save these General Terms and Conditions.
- In exceptional situations, there may be deviation from these General Terms and Conditions if this has been agreed explicitly and in writing with Foodconnx.
- These General Terms and Conditions also apply to additional, amended and follow-up agreements with Buyer. Any general and/or purchasing terms and conditions of Buyer are expressly rejected.
- If one or more provisions of these General Terms and Conditions are null and void or annulled in part or in full, the other provisions of these General Terms and Conditions shall remain in effect and the null and void provision(s) shall be replaced by a provision having the same purport as the original provision.
- Uncertainties about the content, interpretation or situations not provided for in these General Terms and Conditions must be assessed and explained in the spirit of these General Terms and Conditions.
- If in these General Terms and Conditions, reference is made to she/her, this should also be understood as a reference to he/him/it, if and to the extent applicable.
Article 3 – The Offer
- All offers made by Foodconnx are without obligation, unless otherwise expressly stated in writing. If the Offer is limited or valid under specific terms and conditions, this shall be expressly stated in the Offer. An Offer shall only be deemed to exist if it is made in writing.
- The Offer made by Foodconnx is without obligation. Foodconnx shall be bound by the Offer only if Buyer has already paid the amount due. Nevertheless, Foodconnx shall be entitled to refuse an Agreement with a potential Buyer on the grounds of a valid reason.
- The Offer contains an accurate description of the Product offered with corresponding prices. The description is so detailed that Buyer is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Foodconnx. Any images and specific data in the Offer are merely indicative and may not be grounds for any indemnity or dissolution of the (distance) Agreement. Foodconnx cannot guarantee that the image corresponds exactly to the Product.
- Delivery times and deadlines mentioned in Foodconnx’ Offer are indicative and if exceeded, it shall not entitle Buyer to dissolve the Agreement or claim damages, unless otherwise expressly agreed.
- A compound quotation does not oblige Foodconnx to deliver part of the goods included in the Offer at part of the quoted price.
- If and in so far as there is an offer, this does not automatically apply to subsequent orders. Offers are valid only until a date specified by Foodconnx or while stocks last.
Article 4 – Conclusion of the Agreement
- The Agreement is concluded at the moment when Buyer has accepted an offer of Foodconnx by paying for the Product concerned.
- An Offer can be made by Foodconnx via the website.
- If Buyer has accepted the Offer by concluding an Agreement with Foodconnx, Foodconnx will confirm the Agreement with Buyer in writing, at least by email.
- If the acceptance (on minor points) deviates from the Offer, Foodconnx is not bound by it.
- Foodconnx is not bound by an Offer if Buyer could reasonably have expected or ought to have understood that the Offer contains an obvious mistake or clerical error. Buyer may not derive any rights from such error or mistake.
- Buyer has no right of withdrawal.
Article 5 – Execution of the Agreement
- Foodconnx shall perform the Agreement to the best of its knowledge and ability.
- If and to the extent that a proper execution of the Agreement so requires, Foodconnx has the right to have certain work done by third parties at its own discretion.
- Buyer shall ensure that all data which Foodconnx indicates are necessary or which Buyer should reasonably understand are necessary for the execution of the Agreement, are provided on time to Foodconnx. If the data required for the execution of the Agreement are not provided on time or are incomplete, Foodconnx shall be entitled to suspend execution of the Agreement.
- During the execution of the Agreement, Foodconnx is not obliged or required to follow the directions of Buyer if this results in a change in the content or scope of the Agreement. If the instructions result in additional work for Foodconnx, Buyer is obliged to compensate the additional or supplementary costs accordingly.
- Foodconnx shall not be liable for damage of any kind whatsoever caused by Foodconnx’ reliance on incorrect and/or incomplete information supplied by Buyer, unless such incorrectness or incompleteness was known to Foodconnx.
- Buyer indemnifies Foodconnx against any claims by third parties who suffer damage in connection with the execution of the Agreement and which is attributable to Buyer.
Article 6 – Delivery
- If the commencement, progress or delivery of the Agreement is delayed because, for example, Buyer has not or not timely provided all the information requested, fails to cooperate sufficiently, the payment or down payment is not received on time by Foodconnx or because of other circumstances beyond the control of Foodconnx, Foodconnx shall be entitled to a reasonable extension of the delivery period. All agreed delivery deadlines are never final deadlines. Buyer must declare Foodconnx in default in writing and allow Foodconnx a reasonable period in which to deliver. Buyer has no right to any compensation as a result of the delay.
- Buyer is obliged to take delivery of the goods at the time when they are made available to them according to the Agreement, even if these are offered to them earlier or later than agreed.
- If Buyer refuses to take delivery or fails to provide information or instructions necessary for delivery, Foodconnx shall be entitled to store the goods at the expense and risk of Buyer.
- If the Products are delivered by Foodconnx or an external carrier, Foodconnx shall, unless otherwise agreed in writing, be entitled to charge for delivery.
- If Foodconnx requires data from Buyer in the context of execution of the Agreement, the delivery period shall only commence after Buyer has made all the necessary data available to Foodconnx.
- If Foodconnx has given a deadline for delivery, this is indicative.
- Foodconnx is entitled to deliver the goods in parts.
Article 7 – Packaging and Transport
- Foodconnx undertakes towards Buyer to pack the goods properly and to secure them in such a way that they will reach their destination in good condition during normal use.
- Unless otherwise agreed in writing, all deliveries are exclusive of sales tax (VAT) and include packaging and packaging materials.
- Acceptance of goods without any comments on the consignment note or the receipt shall be considered proof that the packaging was in good condition at the time of delivery.
Article 8 – Research, Complaints
- Buyer shall be obliged to examine (or cause to be examined) the Products delivered at the time of delivery, but in any event within 24 hours of receipt of the Products, and only to unpack or use them to the extent necessary to assess whether they retain the Product. In doing so, Buyer shall examine whether the quality and quantity of what has been delivered corresponds to the Agreement and the Products meet the requirements applicable to them in normal (business) transactions.
- Buyer is obliged to examine and inform themselves as to how the Product should be used and in case of personal use, to test the Product in accordance with the user instructions. Foodconnx accepts no liability for incorrect use of the Product by Buyer.
- Any visible defects or shortages must be reported in writing to Foodconnx at email@example.com after delivery. Buyer has a period of 24 hours after delivery. Invisible defects or shortages must also be reported within 24 hours of discovery but no later than 7 days after delivery. If the Product is damaged as a result of careless handling by Buyer, Buyer is liable for any reduction in the value of the Product.
- In principle, returns are not possible. In exceptional cases, Foodconnx may deviate from this rule.
- Foodconnx is entitled to investigate the authenticity and condition of the returned Products before reimbursement will take place.
- Refunds to Buyer will be processed as quickly as possible but may take up to 14 days after receipt of Buyer’s declaration of dissolution. Refunds shall be made to the bank account number provided.
- In the absence of a complete delivery, and/or if one or more Products are missing, and this is due to Foodconnx, Foodconnx will, after a request to that effect by Buyer, send the missing Product(s) or cancel the remaining order. The receipt of the Products is leading. Any damage suffered by Buyer as a result of the (deviating) scope of delivery cannot be recovered from Foodconnx.
Article 9 – Prices
- During the period of validity of the Offer, the prices of the Products offered will not be increased, except in the event of changes in VAT rates.
- The prices stated in the Offer are exclusive of VAT, unless explicitly stated otherwise.
- The prices as stated in the Offer are based on the cost factors applicable at the time of concluding the Agreement, such as import and export duties, freight and unloading costs, insurance and any levies and taxes.
Article 10 – Payment and Collection Policy
- Payment must be made in advance in the currency of the invoice by the method indicated.
- Buyer cannot derive any rights or expectations from an estimate issued in advance, unless Parties have explicitly agreed otherwise.
- Buyer shall make payment in one instalment. Parties may only agree on a different payment term after explicit and written permission from Foodconnx.
- In case of liquidation, bankruptcy, seizure or suspension of payment of Buyer, the claims of Foodconnx on Buyer are immediately due and payable.
- If there is deviation from the usual payment method (payment in advance and no payment in instalments (one-time payment)), the following applies:
Foodconnx shall be entitled to have payments made by Buyer go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. Foodconnx may, without thereby falling into default, refuse an offer of payment if Buyer indicates a different sequence of attribution. Foodconnx may refuse full repayment of the principal sum, if the due and current interest and costs are not also paid.
- If Buyer has not fulfilled their obligation to pay and has not done so within the specified payment period, Buyer shall be in default.
- From the date that Buyer is in default, Foodconnx shall, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment and compensation for extrajudicial costs in accordance with Section 6:96 of the Dutch Civil Code, calculated according to the graduated scale from the Decree on the compensation of extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten) of 1 July 2012.
- If Foodconnx has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The judicial and execution costs incurred shall also be borne by Buyer.
Article 11 – Suspension and Dissolution
- Foodconnx is entitled to suspend compliance with its obligations or to dissolve the Agreement if Buyer fails to comply or to comply fully with their (payment) obligations under the Agreement.
- In addition, Foodconnx is entitled to dissolve, without judicial intervention, the Agreement existing between it and Buyer, to the extent that this Agreement has not yet been executed, if Buyer does not fulfil, or does not fulfil timely or properly, their obligations under any Agreement concluded with Foodconnx.
- Foodconnx shall also be entitled to dissolve the Agreement, without prior notice, if circumstances arise of such a nature that performance of the Agreement is impossible or can no longer be required in accordance with the requirements of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the Agreement can no longer be reasonably expected.
- If the Agreement is dissolved, the claims of Foodconnx on Buyer are immediately due and payable. If Foodconnx suspends fulfilment of its obligations, it shall retain its rights under the law and the Agreement.
- Foodconnx shall always retain the right to claim damages.
Article 12 – Limitation of Liability
- If the execution of the Agreement by Foodconnx leads to liability of Foodconnx towards Buyer or third parties, such liability shall be limited to the costs charged by Foodconnx in connection with the Agreement, unless the damage is caused by intent or gross negligence.
- Foodconnx is not liable for consequential damage, indirect damage, loss of profits and/or losses, missed savings and damage as a result of the use of the Products delivered.
- Foodconnx is not liable for and/or obliged to repair damage caused by the use of the Product.
- Foodconnx is not liable and/or responsible for recalls, complaints about the product, shelf life, packaging, declaration, commodity requirements, etc. This lies within the risk area of the producer and/or brand owner of the Product. Foodconnx will act as an intermediary and link Buyer and the producer/brand owner. Buyer should therefore approach the producer/brand owner of the Product directly with regard to the aforementioned.
- Foodconnx is not liable for damage resulting from any act or omission due to (incomplete and/or incorrect) information on the website(s) or linked websites.
- Foodconnx is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or unavailability of the website for whatever reason.
- Foodconnx is not liable for the proper and complete transmission of the content of emails sent by or on behalf of Foodconnx, nor for the timely receipt thereof.
- All claims of Buyer due to deficiencies on the part of Foodconnx will expire if not reported in writing to Foodconnx within one year after Buyer was aware or reasonably could have been aware of the facts on which they base their claims. All claims of Buyer shall in any case expire one year after the termination of the Agreement.
Article 13 – Force Majeure
- Foodconnx shall not be liable if due to a force majeure situation it cannot meet its obligations under the Agreement, nor can it be held to meet any obligation if it is hindered in doing so as a result of a circumstance that is not due to its fault and for which it is not responsible under the law, legal act or generally accepted practice.
- Force majeure shall in any case include, but not be limited to that which is stated in the law and jurisprudence, (i) force majeure of suppliers of Foodconnx, (ii) failure to properly fulfil obligations of suppliers which are prescribed or recommended by Buyer to Foodconnx, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) government measures, (v) power failure, (vi) failure of internet, data network and telecommunications facilities (e.g. due to cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes in the company of Foodconnx and (xi) other situations which in the opinion of Foodconnx are beyond its control and which temporarily or permanently prevent Foodconnx from fulfilling its obligations.
- Foodconnx shall be entitled to invoke force majeure if the circumstance rendering (further) performance impossible commences after Foodconnx should have fulfilled its obligation.
- Parties may suspend their obligations under the Agreement during the period of force majeure. If this period lasts longer than two months, either Party shall be entitled to dissolve the Agreement without any obligation to pay the other Party damages.
Article 14 – Transfer of Risk
The risk of loss or damage to the Products which are the subject of the Agreement shall pass to Buyer at the moment when the logistics partner of Foodconnx has delivered the Products to Buyer.
Article 15 – Privacy, Data Processing and Security
- Foodconnx will treat with care the (personal) data of Buyer and visitors to the website(s). If requested, Foodconnx will inform the data subject.
- If Foodconnx under the Agreement must provide security for information, this security shall meet the agreed specifications and a security level that, given the state of the technology, the sensitivity of the data and the associated costs, is not unreasonable.
Article 16 – Complaints
- If Buyer is not satisfied with Foodconnx’ Products and/or has complaints about the (execution of the) Agreement, Buyer is obliged to report these complaints as soon as possible, but no later than 24 hours after the reason that led to the complaint has occurred. Complaints can be reported via firstname.lastname@example.org with the subject “Complaint”.
- The complaint must be sufficiently substantiated and/or explained by Buyer, in order for Foodconnx to handle the complaint.
- Foodconnx will as soon as possible but no later than 14 calendar days after receipt of the complaint respond to the complaint.
- Parties will try to jointly reach a solution.
Article 17 – Applicable Law
- All Agreements between Foodconnx and Buyer shall be governed by Dutch law. The applicability of the (CISG) Vienna Sales Convention is explicitly excluded.
- In case of interpretation of the content and scope of these General Terms and Conditions, the Dutch text shall always prevail. Foodconnx has the right to unilaterally change these General Terms and Conditions.
- All disputes arising out of or in connection with the Agreement between Foodconnx and Buyer shall be settled by the competent District Court of Oost-Brabant unless mandatory provisions of law result in the jurisdiction of another court.
Veghel, 4 January 2022.