General terms and conditions of supply and sale of Lovechock B.V.
Lovechock B.V. is established at Asterweg 20 K5 in 1031 HN Amsterdam and filed with the Amsterdam Chamber of Commerce.
1. Article – General terms and conditions
The following definitions apply in these general terms and conditions:
1.1. Lovechock B.V.: Lovechock B.V. with its registered office in Amsterdam:
1.2. The Client: Each natural person or legal entity that Lovechock B.V. negotiates the formation of an agreement with and/or forms an agreement with;
1.3. Agreement: Any agreement formed between Lovechock B.V. and the Client, any change or supplement to it, as well as all legal acts to prepare and perform this agreement;
1.4. Goods: The goods that Lovechock B.V. supplies the Client with under the Agreement.
2. Article – Validity
2.1. All offers and Agreements are solely governed by these general terms and conditions of supply and sale. Any other general terms and conditions or any reference to them shall be rejected by Lovechock B.V.
2.2. The Client expressly accepts the applicability of these terms and conditions by his mere mandate.
3. Article - Quotations, Agreements
3.1. Unless agreed otherwise in writing, all offers made by Lovechock B.V. are subject to confirmation.
3.2. It is solely in the case of a consumer purchase within the meaning of Article 7:5 Dutch Civil Code that the Client has to accept the offer within two weeks. The offer will lapse once this period has elapsed.
4. Article - Price, delivery
4.1. Should one or more cost components rise after the date on which the Agreement is formed then Lovechock B.V. is entitled to unilaterally raise the agreed price accordingly.
4.2. Lovechock B.V. will deliver the Goods to the agreed delivery address.
4.3. Unless otherwise stated, all prices are quoted in euros exclusive of VAT and exclusive of transportation costs and handling costs.
4.4. Unless expressly agreed otherwise, an agreed delivery date/time is not a strict deadline. Any agreed delivery date/time is merely indicative. The applicability of Article 7:46 f Dutch Civil Code is expressly excluded.
4.5. The exceeding of the agreed deadlines does not entitle the Client to any compensation nor is the Client entitled in such a case to terminate the Agreement, unless the exceeding of the deadline is such that the Client cannot be reasonably expected to maintain the Agreement. In that case, the Client is entitled to terminate the Agreement, in so far as this shall be strictly necessary.
5. Article - Risk and retention of title
5.1. Immediately after delivery, the expense and risk in relation to the Goods pass to the Client, who bears the risk for any damage that may be caused to or by these Goods.
5.2. Notwithstanding this risk, ownership of the Goods is expressly not transferred to the Client until Lovechock B.V. has received all that it is owed for the delivery, including interest and costs. Lovechock B.V. may exercise this retention of title on all Goods.
5.3. The Client may sell the Goods to third parties as part of his normal trading activities, unless Lovechock B.V. has asked the Client to return the Goods in accordance with Article 5.4.
5.4. Notwithstanding the other rights that Lovechock B.V. is entitled to, Lovechock B.V. is irrevocably authorised by the Client to take possession on first demand of the supplied Goods without any notice of default or judicial intervention, should the Client fail to fulfil his payment obligations to Lovechock B.V. on time or at all.
6. Article - Payment
6.1. All payments must be made to Lovechock B.V. without any deduction or setoff no later than fourteen (14) days after the invoice date, unless agreed otherwise in writing. The Client has no right of suspension.
6.2. If the Client fails to pay by the deadline stated in Article 6.1, then the Client will be deemed to be in default (verzuim) by operation of law by the simple expiry of this deadline, and Lovechock B.V. shall be entitled - without any notice of default (ingebrekestelling) to the Client – to charge the Client interest from the due date onwards at a rate equal to the commercial interest rate at that time under Article 6:119a Dutch Civil Code, with the Client also owing all the extrajudicial collection costs incurred in connection with the collection of Lovechock B.V.’s claim, with a minimum amount of 15% of the amount to be recovered.
6.3. In addition, the Client shall owe Lovechock B.V. all judicial costs actually incurred by the latter in all instances, in so far as they shall be reasonable. This last point only applies if Lovechock B.V. and the buyer engage in legal proceedings in relation to an Agreement that is governed by these general terms and conditions and a final judicial ruling is in force where the Client has been ruled against in full or for the most part.
7. Article – Claims
7.1. Claims must be sent to Lovechock B.V. in writing and/or by fax quickly but in any case no later than 6 days after delivery, this on penalty of forfeiture of all rights to claim. This 6-day deadline replaces the qualification ‘expeditiously’ as referred to Article 7:23 paragraph 1 Dutch Civil Code. No claims of any kind shall suspend the Client’s payment obligation.
7.2. After finding any defect, the Client is obliged to stop using the Goods in question immediately and furthermore to do or refrain from doing all that is reasonably possible to prevent further damages.
8. Article 8 – Force majeure
8.1. If Lovechock B.V. is unable to fulfil its obligations to the Client due to a nonattributable breach (force majeure) then fulfilment of the obligations will be suspended for the duration of the state of force majeure.
8.2. The Client is not entitled to any compensation in connection with force majeure, even if Lovechock B.V. should derive some benefit from it.
8.3. Force majeure is deemed to mean: any circumstances independent of Lovechock B.V.’s will that prevents the fulfilment of Lovechock B.V.’s obligations to the Client in full or in part or where Lovechock B.V. cannot be reasonably expected to fulfil its obligations, irrespective of whether this circumstance could have been foreseen at the time the Agreement was entered into. Such circumstances shall in any case include: strikes and lockouts, electric power supply problems, standstill or other problems affecting Lovechock B.V.’s production or its suppliers and/or its transportation, whether carried out by itself or by third parties.
8.4. Lovechock B.V. will inform the Client as quickly as possible of any current or imminent state of force majeure.
9. Article 9 – Liability
9.1. Apart from the case in which losses are the result of an intentional act or gross negligence on the part of Lovechock B.V. or its managerial employees, Lovechock B.V. will only accept liability for losses up to a maximum of twice the amount of the invoice in question; this up to maximum of € 1,000.
9.2. In no case will Lovechock B.V. accept any liability for consequential loss/damage, which shall be deemed to include losses due to delay, the Client’s or his counterparties’ trading losses and lost profits.
9.3. Lovechock B.V. is entitled to have the Agreement performed by third parties. If losses are the result of a shortcoming on the part of these third parties then Lovechock B.V. shall not be liable for this.
9.4. The Client knows how to use and store the Goods. Any liability on the part of Lovechock B.V. shall cease to apply if the Goods are stored or used incorrectly by or for the Client.
9.5. Lovechock B.V. shall reject any liability for Goods that have already been processed by or for the Client.
10. Article – Intellectual and industrial property rights
10.1. All intellectual and industrial property rights attached to or connected with the activities and work performed or goods supplied by Lovechock B.V. in connection with the performance of the Agreement belong to Lovechock B.V.
10.2. The Client will not make any changes to the packaging of the Goods or make changes to any ordered or unordered promotional material.
10.3. The Client shall refrain from analysing the chemical composition of the Goods and from performing any other analysis and from permitting this to be done by third parties, other than with the consent of Lovechock B.V.
11. Article – Disputes
11.1. Any disputes arising between the parties in connection with or further to an Agreement entered into between them that is governed in part by these general terms and conditions shall only be adjudicated by the competent court in Amsterdam or, and this solely at Lovechock B.V.’s discretion, by a court located in the Client’s town/city.
11.2. The parties expressly declare that the Agreement shall be governed by Dutch law.