General terms and conditions
Article 1. The applicability of the present general terms
1.1 The present general terms and conditions (hereinafter: ‘the general terms’) are applicable to any agreements concluded by Nice to Meat International domiciled in Amsterdam, hereinafter “Nice to Meat International”.
1.2 An order placed by a customer will be deemed to constitute its acceptance of the “Nice to Meat International” general terms. Any special terms which derogate from the “Nice to Meat International” general terms will be binding only if agreed in writing.
Article 2. General terms invoked by contractual parties and/or third parties
2.1 “Nice to Meat International” will only accept the applicability of any general terms invoked by contractual parties and/or third parties if it confirms this explicitly and in writing.
2.2 The fact that any of the aforementioned general terms are applicable will however not prejudice the applicability of the “Nice to Meat International” general terms, unless the latter are in breach of the general terms invoked by contractual parties and/or third parties.
2.3 “Nice to Meat International” will only accept general terms invoked by contractual parties and/or third parties on the above conditions and these will be applicable only to the relevant transaction. Subsequent transactions will however not again be automatically conducted in conformity with such general terms.
Article 3. Quotations
3.1 All quotations and/or offers are non-binding, unless “Nice to Meat International” explicitly states otherwise.
3.2 Quotations issued by “Nice to Meat International” and its subordinates orally will not be binding unless these are confirmed in writing.
Article 4. The formation of agreements
4.1 An agreement for the sale or purchase of a product will not become binding on “Nice to Meat International” until it has confirmed it orally or in writing.
4.2 “Nice to Meat International” is authorised to cancel an agreement in whole or in part if:
a. parties supplying “Nice to Meat International” fail in their supply obligations;
b. the product is lost, which will be deemed to include its failure to obtain approval from the Dutch veterinary services, the Dutch Food and Consumer Product Safety Authority or any other similar public service charged with monitoring food safety;
c. the customer fails to comply with its obligations vis-à-vis “Nice to Meat International”, in which case the latter will be authorised to claim compensation for damage.
In the cases described under a., b. and c., the customer will not be authorised to claim compensation for damage on any grounds whatsoever.
4.3 The customer is authorised to cancel a purchase if “Nice to Meat International” fails to comply with its contractual obligations, barring the cases already referred to under a., b. and c. above.
4.4 All agreements concluded with “Nice to Meat International” will include the resolutory condition that “Nice to Meat International” must be satisfied of the customer’s creditworthiness, which will be completely at the discretion of “Nice to Meat International”.
4.5 If “Nice to Meat International” believes that this is necessary, it is authorised to require security or an advance.
Article 5. Prices
5.1 All agreed prices are exclusive of VAT, unless the parties had agreed otherwise.
5.2 “Nice to Meat International” will be permitted to pass increases in the costs of wages, salaries, social security contributions, VAT etc. on to a customer after a quotation has been issued, even if these are a result of circumstances which could have been foreseen when the quotation was issued.
Article 6. Quality
“Nice to Meat International” will supply standard trading quality, unless the parties had explicitly agreed on a special quality.
Article 7. Delivery
7.1 Unless the parties had explicitly agreed otherwise, prices will be computed on the basis of franco delivery.
7.2 Fresh products which are ordered from “Nice to Meat International” can also be supplied deep-frozen, or vice versa.
7.3 The delivery period will commence at the point at which “Nice to Meat International” receives the order. Any delivery periods confirmed by “Nice to Meat International” will be approximate only. If “Nice to Meat International” is unable to comply with its delivery obligations, it will inform the customer of that fact without delay, indicating a reasonable period by which it believes it will exceed the delivery period.
7.4 “Nice to Meat International” is authorised to supply 10% more or less volume or weight than agreed, and this also applies to meat supplied in portions.
7.5 If the customer rejects products which are delivered after the delivery period has elapsed, “Nice to Meat International” will be authorised to nevertheless claim the full sum which would have been payable if the customer had accepted the products, even if the relevant products are not supplied.
7.6 If the customer does not take receipt of an order or fails to do so within the agreed period, the products will be stored for the customer’s account and risk without requiring any notice of default.
Storage costs will be computed with due observance of the standards which are customary in the industry in which “Nice to Meat International” is active.
Article 8. Part-consignments
Any part-consignments, which will also be deemed to include the delivery of products from a multiple order, can be invoiced separately; in such a case, payment must be made in conformity with the provisions set forth in the article headed ”Payment”.
9.1 “Nice to Meat International” is authorised to charge the customer separately for meat packed in disposable packing materials.
9.2 Any non-disposable packing materials in which the products are supplied will remain the property of “Nice to Meat International” and the customer is not permitted to use these for purposes other than those for which they are intended.
9.3 “Nice to Meat International” is authorised to charge the customer a deposit for non-disposable packing materials. “Nice to Meat International” is required to accept the return of these materials for the price for which it supplied these to the customer for a pre-agreed period after the delivery date, provided that these materials are returned franco.
9.4 If packing materials are damaged, become incomplete or are lost, the customer will be liable for the damage and may be charged for the costs thereof.
Article 10. Complaints
10.1 The customer is required to thoroughly inspect the products in terms of weight, quality and/or defects without delay after delivery and, if these are discovered, is required to notify “Nice to Meat International” of that fact orally or in writing without delay.
If a customer fails to notify “Nice to Meat International” of defects and/or lack of quality which could have been established on the basis of a thorough check, within 24 hours of delivery of the products, or if the customer has already re-sold or processed the products in whole or in part, it will be deemed to have approved the products in the condition they were in when they were supplied, and will forfeit any right to complain.
If “Nice to Meat International” so requests, the customer must specify oral complaints in writing within a further 24-hour period of that oral complaint.
10.2 “Nice to Meat International” must be given the opportunity to investigate complaints. If “Nice to Meat International” upholds the complaint, the parties will draft a written statement which must be signed by both parties.
10.3 If the parties are unable to agree on a complaint, they will call in an impartial expert. The costs of this expert will be for account of the party deemed to be in the wrong, unless the parties had agreed otherwise.
10.4 If the complaint is deemed to be justified in the opinion of “Nice to Meat International” or the impartial expert, “Nice to Meat International” will either pay a fair compensation (to a maximum of the invoice value of the products supplied or will replace the products delivered free of charge, provided that these are returned in original condition.
“Nice to Meat International” is not required to compensate any other damage or pay any other costs under any title whatsoever.
Article 11. Liability
11.1 “Nice to Meat International” is not liable for the costs, damage or interest which may arise as a direct or indirect result of:
a. Force majeure, as defined in the present general terms;
b. Acts or omissions by the customer, its subordinates or other persons called in by or on behalf of the customer.
11.2 “Nice to Meat International” is liable for damage to the products or property belonging to the customer and/or third parties, to the extent caused as a result of any gross negligence committed by ”Nice to Meat International” or any persons or entities it calls in, to the extent covered by its insurance or for a maximum of the invoice value.
11.3 “Nice to Meat International” will not be required to compensate any loss of profits and/or consequential loss suffered by a customer, depending on the extent to which “Nice to Meat International” is responsible therefor.
Article 12. Force majeure
Exceptional circumstances, for example storm damage and other natural disasters, impediments caused by third parties, transportation delays in general, total or partial strikes, riots, war, the threat of war (whether in the Netherlands or in the country of a product’s origin), lock-outs, the loss or damage of products during transportation to “Nice to Meat International” or the customer, the non-delivery or overdue delivery of products to “Nice to Meat International” by its suppliers, import and export restrictions, veterinary regulations, total or partial mobilisation, obstructive measures taken by any government agency, fire, faults, breakdowns and accidents within the company or in the means of transportation used by “Nice to Meat International” or by third parties, the imposition of levies or other government measures which constitute a change in the actual circumstances, will entitle “Nice to Meat International” to invoke force majeure, which will discharge “Nice to Meat International” of its obligation to deliver without entitling the customer to claim any compensation for damage of any kind or under any title whatsoever. In that event, “Nice to Meat International” is authorised to cancel, suspend or amend the purchase agreement until the exceptional circumstances have ceased to exist, which will be completely at the discretion of “Nice to Meat International”.
Article 13. Breach of contract or duty and dissolution of the agreement
13.1 If the customer commits a breach of contract or duty in any manner, it will be in default without requiring any notice of default.
13.2 In the event of a breach of contract or duty, “Nice to Meat International” will be authorised to suspend an agreement which has already been concluded or to dissolve the agreement in whole or in part without requiring any judicial intervention, at its discretion, without prejudice to the provisions of the Netherlands Civil Code.
13.3 “Nice to Meat International” will also have the rights described in paragraph 2 of this article if the customer is declared bankrupt, applies for a bankruptcy, applies for or is granted a suspension of payments, if its movable or immovable property is attached, if the company is liquidated or taken over by a third party or parties or if it intends to quit the Netherlands to take up permanent residence elsewhere. In all these cases, all the claims which “Nice to Meat International” has against the customer will become immediately payable.
Article 14. Reservation of title
14.1 As long as “Nice to Meat International” has not received full payment for the products it has sold and supplied, these products will remain the property of “Nice to Meat International”.
14.2 “Nice to Meat International” is authorised to claim the return and to repossess these products if a customer defaults in its obligations, if it goes into liquidation, applies for or is granted a suspension of payments, is declared bankrupt or if the products are attached.
14.3 The customer is not permitted to undertake any acts of disposition in respect of products which are sold and supplied by “Nice to Meat International”, including binding those products in favour of third parties such as banks by means of a pledge, a transfer of title for the purposes of security or otherwise, as long as the customer fails to comply with its payment obligations.
Article 15. Payment
15.1 Payment must be made within 30 days of the invoice date, unless the parties had agreed otherwise in writing.
15.2 If it fails to receive payment of any outstanding sums within the agreed period, “Nice to Meat International” is authorised to charge the customer interest at a rate of 1.25% per month, commencing as of 30 days after the invoice date.
15.3 In addition to the principal sum and interest, “Nice to Meat International” is furthermore authorised to oncharge the customer for any costs, both judicial and extra-judicial caused as a result of non-payment, including the costs of legal assistance or counsel, agents, bailiffs, process servers or collection agencies.
15.4 The extra-judicial costs will equal 15% of the principal sum, plus interest, with a minimum of EUR 50.00. The extra-judicial costs will also be increased with all the costs of legal assistance and counsel. The mere fact that “Nice to Meat International” has called in the aid of a third party will be evidence of the size of the claim and the obligation to pay extra-judicial costs.
Article 16. Disputes
Any disputes which arise between the parties in connection with any agreements, including the mere claim of outstanding sums, will be adjudicated by the civil courts in the place where “Nice to Meat International” is domiciled, if it so wishes, to the extent that the civil courts are authorised to adjudicate thereon.