General Terms & Conditions
GENERAL TERMS AND CONDITIONS of NOLO Beverages B.V.
(hereafter referred to as NOLO Beverages)
Article 1: Applicability of the terms and conditions and content of agreements
- These general terms and conditions shall apply to every offer and quotation from NOLO Beverages and to every agreement (in any form whatsoever) between NOLO Beverages and the other party. (“Other party” is every natural or legal person or legal entity or any partnership with which NOLO Beverages wishes to conclude or has concluded an agreement.) These general terms and conditions will also apply on subsequent and supplementary agreements.
- The applicability of the other party’s general terms and conditions is explicitly rejected and excluded.
- Deviations from these general terms and conditions are only valid if explicitly agreed in writing or electronically between NOLO Beverages and the other party.
- NOLO Beverages reserves the right to change these terms and conditions. The other party shall be notified of such a change by the notification of the date of change at the bottom of these terms and conditions. The changed terms and conditions are valid for any agreement reached after that date.
- An agreement between NOLO Beverages and the other party is concluded when NOLO Beverages has confirmed the acceptance of an order or instruction from the other party in writing or electronically or a different written agreement has been signed by NOLO Beverages and the other party; the scope and content of the agreement follows from the written or electronic record, in that case the written or electronic confirmation by NOLO Beverages.
- By placing the order at NOLO Beverages, and the subsequent acceptance thereof, the other party accepts the General NOLO Beverages Terms & Conditions.
- Any change and/or partial cancellation or complete cancellation of an order or instruction or agreement, by or at the request of the other party, can only take place with the prior written permission of NOLO Beverages and provided that the work already carried out by NOLO Beverages and/or delivered goods which (cannot or are not allowed to be) returned shall be fully reimbursed/paid for by the other party; in case of change and/or partial cancellation at the request of the other party, NOLO Beverages is entitled to charge the associated (extra) costs to the other party and to determine the delivery time again.
Article 2: Prices
2.1 NOLO Beverages charges the prices as stated in the offer to the other party. The other party cannot derive any rights from the prices that have been quoted to other parties.
2.2 Prices are based on delivery to the previously agreed address in the way that has been stipulated in the offer or afterwards agreed by the other party and are always exclusive of VAT.
2.3 The prices for other parties explicitly exclude government levies, such as excise duties.
2.4 An exception to Article 2.3. holds that in cases when other Dutch parties that do not possess a bonded warehouse nor do they have the required permit, the prices include excise duties.
2.5 NOLO Beverages is entitled to pass on changes in purchase prices, wages, rent, exchange rate changes and other relevant costs.
2.6 For other parties that use a currency other than the euro, the exchange rate of the date of the offer determines the prices.
2.7 When annual agreements have been made between NOLO Beverages and the other party, the resulting benefits (such as bonuses, discounts, etc.) will not accrue to the other party if the agreement between the parties is terminated prematurely before the contract year has expired.
Article 3: Risk
3.1 The risk about the goods sold and/or to be delivered to the other party by or on behalf of NOLO Beverages transfers to the other party at the time of delivery to the other party or the place indicated by the other party, unless and insofar as otherwise agreed in writing.
3.2 Irrespective of what may otherwise have been agreed about the risk, the loading of the goods will be at the expense and risk of NOLO Beverages.
Article 4: Delivery and delivery time
4.1 The goods shall be delivered by NOLO Beverages or sent for delivery to the agreed place or places in the way stipulated in the offer or agreed afterwards.
4.2 NOLO Beverages will not be in default if the agreed delivery time is exceeded. Only if NOLO Beverages has been given a further and reasonable period and the third party does not deliver within that further period for reasons attributable to him, there may be a default.
4.3 The other party must report any immediately visible defects, shortages and damage within 24 hours of delivery in writing directly to NOLO Beverages, failing which the goods will be deemed to have reached the other party in good condition, complete and without damage. The commitment shall nonetheless apply not only to Article 3, but Articles 5 and 8 of these terms and conditions.
4.4 If the goods are not accepted by the other party within the delivery time or delivery period, NOLO Beverages is entitled to invoice the goods in question to the other party, and NOLO Beverages is also entitled to store these goods at its own discretion, but entirely at the expense and risk of the other party. In the event of non-acceptance by the other party within the applicable term, according to his own choice, NOLO Beverages can demand fulfilment by the other party or can dissolve the agreement, without prejudice to the right of NOLO Beverages, in either case, to claim damages.
Article 5: Quality, guarantee and service
5.1 NOLO Beverages only sells and supplies consumables.
5.2 No guarantee is provided for consumables.
5.3 The consumables/goods delivered by NOLO Beverages only count as defective within the meaning of the law if the other party demonstrates that they do not meet the statutory quality requirements applicable at the time of entering into the agreement.
5.4 NOLO Beverages commits to the other party to properly package the goods (unless the nature of the goods prevents it) and in this way to protect them for them with normal transportation to reach their destination in good condition.
Article 6: Liability
6.1 Except if and insofar as stipulated otherwise by provisions of compulsory law regarding (product) liability, NOLO Beverages is not obligated to pay any compensation for damage of any kind to any goods or a person.
6.2 Any liability of NOLO Beverages is at all times limited to damage directly caused and is at all times limited to the amount reimbursed in that specific case by the liability insurer of NOLO Beverages; if necessary, at the request of the other party, NOLO Beverages shall provide information up to what amount NOLO Beverages is insured.
6.3 With regards to goods that NOLO Beverages has used from a third party, the relevant transaction (contract and/or guarantee) provisions also apply to the other party, if and insofar as NOLO Beverages invokes them.
6.4 The other party shall indemnify NOLO Beverages against any claims from third parties which in connection with the implementation of the agreements between the other party and NOLO Beverages suffer damage and of which the cause is accountable to someone other than NOLO Beverages.
Article 7: Involvement of third parties
7.1 NOLO Beverages is authorized to make use of third parties for the execution of the agreement; the costs of this shall be passed on to the other party in line with the quotations provided.
7.2 NOLO Beverages does not accept any responsibility for the way in which third parties perform their activities and is not liable for shortcomings on the part of those third parties, except in the case of deliberate intent, gross negligence or willful recklessness on the part of NOLO Beverages.
7.3 NOLO Beverages is authorized to accept, on behalf of the other party, conditions that apply in the relationship between the contractor and third party or those which are established by the third party, including limitation of liability, without prior consultation with the other party. NOLO Beverages will be entitled to rely on such terms and conditions to the extent that they regard the performance of the assignment by such third party.
Article 8: Claim
8.1 Without prejudice to the provisions of Articles 3 and 4 of these conditions, any claims (also regarding invoices) can only be processed if they have been received in writing, motivated/specified by NOLO Beverages, within eight days of delivery. For hidden defects, claims can only be made within three months of delivery of the relevant goods.
8.2 Submitting a claim never discharges the other party from his payment obligations towards NOLO Beverages. Settlement is excluded under Article 11 of these Terms and Conditions.
8.3 Returning the delivered goods or any part thereof, for whatever reason, can only take place with prior express written permission and shipping instructions from NOLO Beverages. Contact NOLO Beverages at firstname.lastname@example.org.
Article 9: Transfer of ownership, reservation of ownership
9.1 Without prejudice to the provisions of Article 3 of these terms and conditions regarding the risk and the transfer thereof, all goods delivered by or on behalf of NOLO Beverages remain the property of NOLO Beverages until the completion of payment of all that the other party owes to NOLO Beverages, on whatever ground.
9.2 In the case of non-payment of any claimable amount payable to NOLO Beverages by the other party and, furthermore, in the case that the agreement is terminated, NOLO Beverages shall be entitled to reclaim the goods as its property for which ownership reservation applies and to take the relevant measures (or to have them taken), taking into account any payments already made for the goods, this without prejudice to the right of NOLO Beverages to demand compensation for possible loss or damage.
9.3 The other party is obliged to keep the goods of which the property still rests with NOLO Beverages clearly separated from other goods and with the appropriate care and is obliged to insure the goods against loss or damage caused by fire, explosion or theft.
9.4 The other party may not dispose of the goods which are still retained by NOLO Beverages, in any other way than suits the normal course of its business, this does not in any way include using those goods to provide security.
9.5 The other party must render all assistance to NOLO Beverages in exercising of its reservation of ownership in the cases referred to in the above paragraphs, subject to forfeiture of a penalty of EUR 500 per day. All costs of return are payable by the other party.
9.6 If third parties levy attachment on the goods delivered by NOLO Beverages are subject to reservation of ownership, the other party shall be obligated to inform NOLO Beverages thereof as soon as possible.
9.7 If for the packaging and the transport, NOLO Beverages has supplied containers, packing cases, crates, containers etc. or has had these supplied by a third party – either in exchange for payment of a deposit or otherwise, the other party shall be obliged (unless disposable packaging is concerned) to return these containers, etc. to the address stated by the seller, failing which the buyer shall owe the seller damages. Different agreements can be made in mutual consultation.
Article 10: Payments
10.1 Unless agreed otherwise in writing, payment must be carried out within the payment term indicated on the invoice or the quotation.
10.2 The date on the NOLO Beverages’ bank statement when the payment is recorded as received applies as the date of which the payment has occurred.
10.3 Each payment by the other party shall be used first for the settlement of any interest due and then for any collection and administration costs owed to NOLO Beverages, and after that, for the settlement of any open claims in order of age beginning with the oldest.
10.4 Suspension and settlement by the other party are explicitly excluded. The invoices of NOLO Beverages must be paid in due time without any claims of suspension or settlement by the other party.
10.5 In case of non-payment or late payment or termination of the agreement any claim that NOLO Beverages has against the other party becomes immediately due. Furthermore, NOLO Beverages has then the right to suspend compliance with all his obligations under agreements between the parties and to withdraw any discount agreements.
10.6 At its own discretion, NOLO Beverages can require the other party to provide sufficient security for payment or to pay (in part) in advance. If the security or advance payment is not received within the reasonable period of time determined by NOLO Beverages, NOLO Beverages is entitled to suspend his commitment under the agreements existing between the parties and (after having given notice) to dissolve the agreement in whole or in part, without prejudice to his right to compensation.
10.7 If the other party continues to owe any payment, NOLO Beverages is entitled to set off these outstanding claim (s), for example, by means of discount that has been paid or is due to the other party.
Article 11: Default and the consequences thereof
11.1 The Other Party will be liable for ensuring that a payment or the settlement of any other obligation occurs on time without the need for a reminder, summons or in default declaration.
11.2 If a payment owed by the other party to NOLO Beverages is not carried out on time, the other party will automatically owe the statutory commercial interest rate in accordance with Dutch law as of the day on which the payment term has expired.
11.3 All judicial and extra-judicial costs, including the costs of legal aid and legal advice to be incurred by NOLO Beverages, are to be borne by the other party. The extra-judicial collection costs are estimated at 15% of the amount owed by the other party, including the interest owed thereon, without prejudice to NOLO Beverages’ right to claim damages from the other party for the actual collection costs made if these are more than the 15% specified.
Article 12: End of agreement
12.1 In the event of default by the other party, NOLO Beverages will be entitled to terminate and/or dissolve the agreement without judicial intervention, without prejudice to NOLO Beverages’ right to claim damages, to make use of the rights resulting from reservation of ownership, and to take other (legal) steps, and without prejudice to the right of NOLO Beverages to demand fulfilment (with compensation) of the agreement instead of its termination.
12.2 NOLO Beverages shall be able to terminate the agreement with the other party with immediate effect if:
- the other party has declared bankruptcy, goes into administration, presents a request for suspension of payment, or if the other party (temporarily or definitely) is granted a suspension of payment or if there is a seizure of the total assets of the other Party or a part thereof;
- the other party, when this is a natural person, dies, is being placed under legal restraint or when the Debt Rescheduling Act is declared applicable, or a similar law applies to him in another country, then the goods of the other party is put under administration;
- if the Other Party, when this is a legal person: goes into liquidation, or if a claim for the dissolution of the Other Party is made or a dissolution decision with respect to the Other Party has been or is taken.
12.3 If an agreement is cancelled or dissolved pursuant to the provisions of this article, the amounts that the other party owes NOLO Beverages at the time of cancellation or dissolution will remain fully owed and the other party will additionally owe the interest and costs regarding these amounts in accordance with the provisions of these conditions, without prejudice to the right of NOLO Beverages to claim damages and the other rights of NOLO Beverages.
Article 13: Resale
13.1 When reselling the goods, the other party will observe the distribution agreement(s) agreed with NOLO Beverages.
13.2 The other party is obliged, except with explicit previous consent by NOLO Beverages, to continue to trade goods that NOLO Beverages supplies to him in consumer packaging in the same packaging and without change of their good condition.
13.3 Orders/purchase quantities and purchase information and other (personal) information of the other party required for the execution of the agreement(s) will be stored by NOLO Beverages. NOLO Beverages is entitled to provide this information to the supplier of the ordered goods.
Article 14: Intellectual property
14.1 All intellectual property rights relating to the website, recipes and logos of NOLO Beverages are vested in NOLO Beverages.
14.2 It is not permitted without the permission of NOLO Beverages to publish, reproduce and or edit, in whatever form, any assets from the website or any other publication of NOLO Beverages.
Article 15: Applicable law and dispute resolution
15.1 Dutch law applies to all offers, agreements, deliveries and services produced or brought out, entered into, performed or executed by or on behalf of NOLO Beverages, with the explicit exclusion of the applicability of the treaty of the United Nations concerning international trade agreements relating to movable goods (Vienna Trade Treaty).
15.2 All disputes, including those that are only considered as such by one party, that arise from or are related to an agreement to which these conditions apply or the implementation thereof and which cannot be resolved amicably, will be settled by the competent judge of the District Court of Amsterdam as a judge at first instance, on the understanding that if a particular judge is compulsorily designated as a competent judge, the dispute will be settled by the judge so designated as a judge at first instance.
Article 16: Validity of terms and conditions
16.1 In the event that any provision of these conditions is wholly or partly not valid and/or unenforceable, this will have no consequences for the validity of all other provisions of these terms and conditions.
16.2 If a provision of these terms and conditions happens not to be valid, but would be valid if it had a more limited range or scope then this provision will be automatically valid with the most far-reaching or extensive range or scope with which or within which it is valid.
The last change to these Terms & Conditions have been made on September 16th, 2021