General Terms and Conditions for Kiezebrink
Article 1 Definitions
In these general terms and conditions, the following definitions apply:
Kiezebrink:
The private limited company Kiezebrink Nordic., with its registered office and headquarters at Øster Hedevej, 9800 Hjørring, Denmark, Chamber of Commerce registration number 34468443
Customer:
The legal entity or natural person who instructs Kiezebrink to deliver products or services.
Parties:
Kiezebrink and the Customer.
Agreement:
The agreement concluded between the Customer and Kiezebrink for the supply of products and/or services by Kiezebrink to the Customer.
Article 2 Application
2.1 These general terms and conditions apply to all offers and proposals from Kiezebrink and to all agreements. They also apply to all obligations arising from agreements subsequently concluded between the parties. Any purchase or other terms and conditions of the Customer shall not apply unless accepted in writing by Kiezebrink.
2.2 Deviations from these general terms and conditions shall only apply if agreed in writing between the parties.
2.3 If a provision of these general terms and conditions is invalid or void, the remaining provisions of these terms and conditions shall remain in force. Kiezebrink and the customer shall then consult each other, if necessary, to agree on a new provision to replace the invalid or void provision, to the extent possible in accordance with the purpose and content of the original provision.
2.4 These general terms and conditions shall also apply to any agreement involving third parties for its execution.
Article 3 Proposal for and conclusion of the agreement
3.1 All proposals, offers and recommendations from Kiezebrink are fully contractual, unless otherwise expressly stated in writing by Kiezebrink. The customer guarantees the accuracy and completeness of the information that he or on his behalf has provided to Kiezebrink, on which Kiezebrink based his proposal or offer.
3.2 An agreement is only concluded between the parties by means of a written (order) confirmation from Kiezebrink or by actual execution of the Customer's order by Kiezebrink.
3.3 Changes to an assignment by the Customer are only binding on Kiezebrink if Kiezebrink has confirmed this change in writing or has actually executed the amended assignment.
3.4 Oral commitments are only binding on Kiezebrink if and to the extent that these have been confirmed in writing by Kiezebrink to the customer.
Article 4 Terms
4.1 Terms and delivery dates specified by Kiezebrink or agreed between the Parties are always targets and dates, are indicative and do not bind Kiezebrink, unless otherwise stated in writing by Kiezebrink.
4.2 Even if the parties have agreed on a deadline or delivery date, Kiezebrink only breaches the agreement by exceeding the deadline after written notice from the customer, where Kiezebrink has been given a reasonable deadline to remedy the defect, and after this reasonable deadline has expired, without Kiezebrink remedying the defect.
4.3 Changes to the Agreement mean that Kiezebrink cannot be held to an originally specified or agreed deadline or date.
Article 5 Prices
5.1 All prices for business customers are exclusive of VAT, unless otherwise expressly stated. All prices for private customers are inclusive of VAT. Kiezebrink is entitled to pass on any change in the VAT rate to the customer. In the event of an "apparent error" with regard to the price stated on the website and/or invoice, Kiezebrink is entitled to adjust this price to the correct price.
5.2 Kiezebrink is entitled to increase the prices within three months of the conclusion of the agreement, if such an increase is a result of legal provisions, supplier changes or regulations. Kiezebrink is entitled to increase the prices from three months after the conclusion of the agreement for any reason, in which case the customer is entitled to terminate the agreement with effect from the day on which the price increase takes effect.
5.3 Kiezebrink uses volume discounts. Current amounts and percentages are always clearly stated on Kiezebrink's website(s). If delivery costs are charged, these will always be clearly communicated by Kiezebrink to the customer in advance.
Article 6 Payment
For business customers
6.1 Unless otherwise agreed, the customer shall pay Kiezebrink invoices within 14 days of the invoice date, by direct debit or otherwise, in the manner specified by Kiezebrink and in the currency in which the invoice is issued.
6.2 Upon conclusion of or during the term of the agreement, Kiezebrink may stipulate other payment terms or require the customer to provide sufficient security for the fulfillment of its obligations under the agreement. The customer's failure to comply with its obligations with regard to payment of advances or provision of security entitles Kiezebrink to suspend its obligations or to dissolve the agreement due to the customer's default, without prejudice to Kiezebrink's right to compensation.
6.3 Payments shall be made without deduction, set-off or suspension for any reason.
6.4 In the event of late payment, the Customer shall be in default without further claim or notice of default being required. The Customer shall owe the statutory commercial interest on the outstanding amount on the date of default. If timely payment is not made, the Customer shall also owe an amount of 15% of the amount due, however at least DKK 1500.00, with regard to extrajudicial collection of the amount due.
6.5 Complaints about invoices must be submitted in writing to Kiezebrink within a period of eight working days. Complaints do not suspend the Customer's payment obligation.
For private customers
6.6 The customer must pay in advance when ordering or collecting the products.
Article 7 Delivery and retention of title
7.1 Delivery of products occurs upon delivery to the customer or collection by the customer from Kiezebrink.
7.2 The risk of damage, loss, theft or misappropriation of products lies with Kiezebrink until the time of delivery.
7.3 All products delivered by Kiezebrink remain the property of Kiezebrink until full payment has been received for what the customer owes Kiezebrink under the agreement, including what the customer may owe Kiezebrink in connection with failure to fulfill its own obligations.
Article 8 Exclusion of right of return and right of withdrawal
8.1 Since Kiezebrink's products are perishable and must be transported in a frozen state, the Customer does not have the right to return the products. For the same reason, the Customer does not have a right of withdrawal or cooling-off period.
Article 9 Processing of personal data
9.1 To the extent that Kiezebrink processes personal data prior to the conclusion of an agreement and during its execution, Kiezebrink will do so in a correct and careful manner in accordance with applicable laws and regulations, including in particular the General Data Protection Regulation.
9.2 Kiezebrink will take all technical and organizational measures to protect the personal data against loss or any other form of unlawful processing, taking into account the current technical level and the nature of the processing.
Article 10 Termination and Termination
10.1 Each party is only entitled to terminate the agreement due to non-compliance with the agreement if the other party, after as detailed a written notice of breach as possible, stating a reasonable period of time for remedying the breach, is not attributed any material obligations under the agreement. Fundamental obligations under the agreement include at least the customer's payment obligations to Kiezebrink.
10.2 Each party is entitled to terminate the agreement in writing without prior notice of default and with immediate effect if:
a) the other party requests a suspension of payments or files for its own bankruptcy, is granted statutory debt restructuring pursuant to the Debt Restructuring (Natural Persons) Act or is declared bankrupt or offers a non-bankruptcy arrangement, or part of its assets is seized
b) the other party ceases its business, ceases to pursue its statutory purpose, decides to dissolve, otherwise loses its status as a legal person or transfers or merges the company.
10.3 Kiezebrink is also entitled to terminate the agreement with immediate effect if Kiezebrink ceases selling the product or provide the service that is the subject of the agreement.
10.4 The provisions of this article do not affect the other powers granted to the parties in the event of an attribution by another party.
Article 11 Force majeure
11.1 Kiezebrink cannot be considered to have fulfilled any obligation under the agreement in the event of force majeure, i.e. any circumstance - which is beyond Kiezebrink's control and which could or should not have been foreseen when the agreement was concluded - which would nullify any reasonable possibility of fulfillment (in full).
11.2 Force majeure includes, but is not limited to, standstill orders, threat of war, war, riots, acts of war, strikes, boycotts, business disruptions, disruptions in traffic or transport, disruptions in (data) networks, government measures, shortages of raw materials, natural disasters, fire, nuclear reactions, machine breakdowns and in any other circumstances where Kiezebrink cannot be required to fulfill the agreement in whole or in part.
11.3 In the event of force majeure, the fulfillment of the affected obligations will be suspended for the duration of the force majeure, without Kiezebrink owing any compensation.
11.4 If a force majeure situation persists for more than 30 days, each party is entitled to terminate the agreement in writing, unless the nature or extent of the defect caused by the force majeure does not reasonably justify such termination. In such a case, Kiezebrink is not liable for any compensation.
11.5 If Kiezebrink has already fulfilled its obligations prior to the force majeure or can only fulfill part of its obligations due to this force majeure, Kiezebrink is entitled to invoice the part already delivered separately and the customer will be obliged to pay this invoice in accordance with the provisions of Article 6 of these General Terms and Conditions.
Article 12 Liability
12.1 Kiezebrink is only liable for the direct damage suffered by the customer in connection with the performance of an agreement, insofar as such damage is a direct and exclusive consequence of an attributable defect on the part of Kiezebrink in connection with the performance of this agreement. In such a case, the obligation to pay compensation will be limited to an amount equal to the invoice amount under the relevant agreement, however, a maximum of DKK 3500.00.
12.2 Kiezebrink is not liable for indirect damages, including, but not limited to, consequential damages, lost profits, losses due to delays, personal injury and damages due to death.
12.3 Kiezebrink is not liable for damages that are wholly or partly caused by failure to comply with the food instructions stated on the packaging of Kiezebrink's products. Likewise, Kiezebrink is not liable for damages that are wholly or partly caused by a business customer who does not act in accordance with laws and regulations concerning health provisions for animal by-products not intended for human consumption, including Regulation (EC) No 1069/2009 of the European Parliament and of the Council of 21 October 2009.
12.4 Any claim for compensation against Kiezebrink shall cease to exist after a period of 12 months after the claim arose, unless the customer has brought an action for payment of the damage before the expiry of this period.
12.5 The customer shall indemnify Kiezebrink against all third-party claims in connection with the performance of the agreement, including damages in connection with the customer's use or inability to use the products supplied by Kiezebrink.
12.6 The above exclusions and limitations of liability do not apply in the event of damage resulting from intent or willful negligence on the part of Kiezebrink or its personnel in connection with the performance of the agreement.
Article 13 Complaints
13.1 Complaints about the performance of the agreement must be submitted in writing to Kiezebrink and within a reasonable time after the cause of the complaint has arisen, however, no later than two weeks after its discovery, otherwise the customer loses all rights against Kiezebrink.
13.2 Kiezebrink will respond to complaints submitted within two weeks of receipt.
Article 14 Applicable law and settlement of disputes
14.1 All agreements and these general terms and conditions are subject to Dutch law.
14.2 In the unlikely event that a dispute arises regarding the conclusion or performance of an agreement or the application of these general terms and conditions, on which the parties cannot reach a reasonable solution, even after consultation, the competent court in Hjørring will be exclusively authorized to rule on this, unless mandatory statutory provisions on relative jurisdiction contradict this.