General terms and Conditions
De Scheldebrouwerij B.V., Wattstraat 5, 2171 TP Sassenheim The Netherlands
Scheldebrouwerij BV, Vienna Street 5, 2321 Meer, Municipality of Hoogstraten Belgium
Filed with the Dutch Chamber of Commerce reg. no.000022035119.
Article 1 General
1. The present conditions form an integral part of the agreement, to the exclusion of the Customer’s own conditions, and apply to all sales, deliveries and services of Scheldebrouwerij.
2. The brewery is located at Wenenstraat 5, 2321 Meer, Municipality of Hoogstraten Belgium
3. The invalidity of any provision of the general terms and conditions in a concrete situation does not affect the application of the other provisions thereof. To replace the invalid provision, the parties will provide for that situation in mutual consultation in an arrangement that is as much as possible in accordance with the purport of the invalid provision.
Article 2 Parties
In these general terms and conditions, the parties are referred to as “Scheldebrouwerij” for De Scheldebrouwerij BV or Scheldebrouwerij BV and “Customer” for Scheldebrouwerij’s counter party.
Article 3 Offers and orders
1. Any written offer from Scheldebrouwerij is valid for a maximum of 1 month after the date of issue of the offer, unless expressly stated otherwise, provided it is signed by authorized persons.
2. Scheldebrouwerij reserves the right to determine minimum quantities for items to be delivered to order. Furthermore, Scheldebrouwerij reserves the right to execute orders in parts.
3. If a Customer has ordered the delivery of goods under a trade name specified by him, Scheldebrouwerij is not liable for any rights of third parties to this trade name. In this context, trade name is also understood to mean a logo.
Article 4 Amendment and cancellation of agreements
1. Subject to the legal obligations to do so, a Customer can only change or cancel an agreement after written permission from Scheldebrouwerij. Changes to an agreement must be made in writing. After this has been signed by all parties involved, the amended agreement will form part of the original agreement.
2. In the event of cancellation of an agreement or other agreements already made, Scheldebrouwerij is entitled to charge the Customer in full for the costs already incurred by it in connection with the execution of the agreement or agreements. The Customer will fully bear these costs.
Article 5 Prices
1. Unless otherwise agreed and stated in writing, the prices used by Scheldebrouwerij are in Euros.
2. The prices quoted by Scheldebrouwerij are ex brewery, i.e. exclusive of transport costs in the broadest sense of the term, but including levies and excise duties, but excluding sales tax, a deposit on packaging and any separately specified surcharges, unless otherwise agreed in writing or by Scheldebrouwerij indicated otherwise.
3. Unless otherwise agreed in writing, the prices charged by Scheldebrouwerij at the time of delivery or performance of the service shall apply to goods and/or services to be provided directly to a Customer.
4. Changes in duties, taxes and excise duties after the conclusion of an agreement will be passed on to the Customer.
Article 6 Delivery and delivery times
1. Delivery of goods takes place ex brewery, unless otherwise agreed in writing. If carriage paid delivery has been agreed in writing, the risk with regard to the goods transfers to the Customer at the time of delivery of the goods, i.e. at the time when the goods are delivered to the Customer ready for unloading or loading. commanded. In case of carriage paid delivery, Scheldebrouwerij is free to choose the mode of transport of the goods. Transport or relocation of the goods on a Customer’s site and/or (business) premises is at the Customer’s risk.
2. The delivery address of the goods must be easily accessible for those means of transport that are generally used for deliveries. If problems arise with regard to the accessibility of the delivery address, all damage resulting therefrom will be for the account and risk of the Customer for both parties. The Customer must ensure that there are sufficient loading and unloading facilities at the delivery address, as well as immediate unloading, etc. If the Customer fails to do so, the costs that Scheldebrouwerij incurs and/or has already incurred in this regard will be borne by the Customer. Any other damage resulting from this will also be at the expense and risk of the Customer.
The Customer is in any case obliged to give Scheldebrouwerij or its carrier(s) the opportunity to deliver goods to its address on all working days between 08.00 and 17.00, unless otherwise agreed. If waiting times occur on delivery, the actual damage suffered by Scheldebrouwerij as a result will be fully borne by the Customer.
3. Stated delivery times can never be regarded as deadlines, unless expressly agreed otherwise in writing. The mere exceeding of the agreed delivery period does not constitute default on the part of Scheldebrouwerij. In the event of late delivery, however, the Customer is entitled to demand that delivery still take place within a reasonable term, failing which the Customer is entitled, subject to the provisions of Article 13 of the general terms and conditions, to dissolve the agreement by reg- istered letter for the part for which the Scheldebrouwerij is in default. However, the Customer does not have this right to (partial) dissolution of the agreement if he himself is in default.
4. Scheldebrouwerij is at all times entitled to deliver goods cash on delivery.
Article 7 Quality
Goods to be supplied and delivered by the Scheldebrouwerij are manufactured in accordance with the standards of the IFS International Food Standards. With regard to types, dimensions, numbers, etc. per trade unit, the types, dimensions, numbers, etc. are considered to be agreed upon in accordance with normal trade practices.
Article 8 Payment
1. Unless otherwise agreed, payment, including additional costs, must be made in cash within 14 days of the invoice date. Cash payment also includes crediting the amount owed to a bank or giro account specified by Scheldebrouwerij at the time of delivery. All payment terms are to be regarded as strict deadlines.
2. The Scheldebrouwerij is entitled to demand a down payment of the invoice amount in anticipation of the payment as referred to in the first paragraph of this article, provided this has been indicated in writing in advance.
3. If the payment term is exceeded, the Customer owes Dutch ‘wettelijke handelsrente’ (statutory commercial interest) on the exceeded terms of the outstanding amount, including compound interest.
4. If, in the event of non-payment, late payment or incomplete payment, Scheldebrouwerij has placed the relevant claim(s) in the hands of third parties for collection, the Customer shall also owe the extrajudicial collection costs. The extrajudicial collection costs are set at at least 15% of the amount owed with a minimum of € 125.00 (in words one hundred and twenty-five euros).
Article 9 Retention rights
1. All goods delivered by Scheldebrouwerij remain the property of Scheldebrouwerij until the Cus- tomer has paid the agreed purchase price and the claims made by Scheldebrouwerij against the Customer as referred to in Section 3:92 paragraph 2 of the Dutch Civil Code.
2. Except in the cases described in the fourth paragraph of this article, the Customer is not authorized to pledge or transfer ownership of the goods to third parties before full payment of the purchase price, including any interest and costs.
3. In the event that a third party in good faith has acquired the ownership of goods not yet fully paid for and this third party has not yet paid the purchase price owed in this respect, the Customer undertakes to reserve a non-possessory pledge on the goods for the time being and, to the extent possible, to establish a pledge on the claim(s) that he has against this third party.
4. The Customer is authorized to resell the goods delivered subject to retention of title in the context of normal business operations, unless Scheldebrouwerij has indicated in writing that the Customer must immediately make these goods available to Scheldebrouwerij.
5. If Scheldebrouwerij retrieves goods delivered to it subject to retention of title in the event of nonpayment, late payment or incomplete payment by the Customer, the Customer shall also owe the costs incurred by Scheldebrouwerij in this regard.
Article 10 Obligations of the Customer in general
Any Customer who trades goods delivered by Scheldebrouwerij is obliged:
a. to trade these goods exclusively in the original and undamaged retail packaging from Scheldebrouwerij without making any changes to it and, where applicable, to charge its Customers at least a deposit for the packaging as Scheldebrouwerij pays the Customer has charged;
b. only advertise the Scheldebrouwerij brands in a manner approved by Scheldebrouwerij. Advertising material that Scheldebrouwerij has made available to the Customer remains the property of Scheldebrouwerij. The Customer must return this material to Scheldebrouwerij within one week
upon request to that effect;
c. refrain from making negative statements about the name, brands, products or packaging of Scheldebrouwerij;
d. to take all possible care for the correct storage and handling of the beers and other goods of Scheldebrouwerij. This also includes regular cleaning and rinsing of tap installations and other equip- ment in accordance with the regulations. Scheldebrouwerij is never liable for defects in the goods originating from it, which defects are due to incorrect or careless storage and handling thereof by or on behalf of the Customer or goods delivered by him;
e. the products delivered by Scheldebrouwerij must be checked by the Customer upon delivery. After this check, the products delivered by Scheldebrouwerij are deemed to be in order and the risk of defective (or defects in) products is for the account and risk of the Customer, unless proven otherwise. Even if the Customer chooses not to check on delivery, which is recorded in writing, any risk will be borne by the Customer.
f. Scheldebrouwerij to pay a fine of € 2,500.00 (in words: two thousand five hundred euros) for each violation or non-strict compliance with the obligations referred to in this article and in such a case to accept that Scheldebrouwerij has the right to cancel or declare the agreement(s) dissolved and/or to exclude the Customer from further delivery, all with the right to compensation, without prejudice to the right of Scheldebrouwerij to still claim performance, with or without compensation.
Article 11 Ownership of packaging
1. Returned packaging, which is packaging that is apparently intended for multiple use, including casks, tanks, bottles and crates as well as auxiliary materials including pallets and carbon dioxide bottles, remain the property of Scheldebrouwerij, notwithstanding payment of a deposit for this by the Customer .
2. If the Customer obtains the return packaging and auxiliary materials referred to in the first paragraph of this article, either from Scheldebrouwerij or from third parties, he will keep this packaging and auxiliary materials for Scheldebrouwerij.
3. A Customer is not entitled to transfer the ownership of the return packaging and auxiliary materials referred to in the first paragraph of this article to third parties, nor to use them or have them used for other purposes than those for which they are intended.
Article 12 Deposit
1. A deposit is charged for return packaging and aids as referred to in Article 11.
2. Under no circumstances can a deposit be regarded as compensation for the fair value of packaging and auxiliary materials.
3. Returned packaging and auxiliary materials must be returned to Scheldebrouwerij as soon as possible, whereby the Customer is obliged to ensure that the bottles are sorted and palletized according to capacity, shape and color in the corresponding crates and the like.
4. No refund of the calculated deposit will be made for damaged return packaging and aids.
Article 13 Force majeure (non-attributable shortcoming)
1. Scheldebrouwerij is not obliged to fulfill any obligation if it is prevented from doing so as a result of a circumstance that is not due to its fault, nor for which it is accountable by law, legal act or generally accepted opinion.
2. If the force majeure as referred to in the first paragraph of this article lasts longer than one month, both Scheldebrouwerij and the Customer are entitled, by notifying the other party, to unilaterally dissolve the goods not yet performed without judicial intervention. part of it.
3. Force majeure as referred to in the first paragraph of this article shall in any case be understood to mean: war (danger), revolution, riots, fire, flood, strike, disease, impediment to transport, government measures including import and export regulations, failure in the supply or supply of raw ma- terials, energy and business supplies, including failure of suppliers from whom Scheldebrouwerij obtains these items, defects in or damage to machines, as well as any other circumstance beyond the control of Scheldebrouwerij.
Article 14 Complaints
1. Complaints regarding goods delivered or services rendered must be reported to Scheldebrouwerij in writing within a reasonable period after the alleged shortcoming has been discovered or could reasonably have been discovered, with an accurate statement of the nature and scope of the complaints, failing which the Customer is deemed to have unconditionally accepted the goods or services.
2. In the event of complaints regarding the number of goods delivered, the provisions of the first paragraph of this article mean that the Customer must make the complaint immediately after receipt of the goods. In the absence of this, the quantities stated on the waybills, delivery notes or similar documents with regard to the delivery in question are deemed to have been recognized as correct by the Customer.
3. In the event of visible defects in the delivered goods, the provisions of the first paragraph of this article mean that the Customer must make a complaint as soon as possible, but at the latest within one week of receipt of the goods. Failing this, the Customer is deemed to have unconditionally accepted the goods.
4. If Scheldebrouwerij is of the opinion that a complaint regarding delivered goods is justified, it is only obliged to deliver the goods again as soon as possible, without the Customer being entitled to compensation. The Customer will keep the goods to which the complaint relates at the disposal of Scheldebrouwerij.
5. This article does not affect the effect of article 10 sub e. in full force and effect.
Article 15 Liability
1. Neither the Scheldebrouwerij nor the persons engaged by it will be liable to the client, the company or third parties in any way whatsoever for damage caused by acts performed by them within the formal circle of their powers or otherwise related to or arising from the work for the benefit of the client and/or the company, without prejudice to liability for damage caused by intent or gross negligence on the part of Scheldebrouwerij or by persons engaged by it.
2. Furthermore, the client indemnifies Scheldebrouwerij and the persons designated by it against any liability of Scheldebrouwerij and/or these persons vis-à-vis third parties in connection with or arising from acts performed by the latter within the formal circle of its powers or otherwise related to its activities for the purpose of for the benefit of the client, unless this liability has arisen through intent or gross negligence on the part of Scheldebrouwerij or by these persons engaged.
3. Liability as referred to in the previous paragraphs of this article also includes the obligation to pay tax assessments, premium levies or any other payment that is or will be owed by the client’s company.
4. Neither the Scheldebrouwerij nor the persons engaged by these are liable for failure to fulfill the obligations arising from the agreement or to do so on time as a result of force majeure. Force majeure also includes illness, accident or other unforeseen circumstances that prevent Scheldebrouwerij from performing its work for the client.
5. Any liability of Scheldebrouwerij is limited to the amount of the invoice for the relevant order. For assignments with a lead time longer than six months, a further limitation of the liability referred to here applies to a maximum of the invoice amount for the last six months.
Article 16 Disputes
1. Unless otherwise agreed in writing, all agreements concluded with De Scheldebrouwerij BV shall be governed by Dutch law and all agreements concluded with Scheldebrouwerij BV shall be governed by Belgian law.
2. All disputes between the parties will be adjudicated by the competent court in the Netherlands.
Article 17 Final provision
From the date of deposit of the general terms and conditions with the Chamber of Commerce, general terms and conditions previously used by Scheldebrouwerij will lapse.