General (industry) conditions CRAFT, version October 2018
GENERAL (TRADE) CONDITIONS CRAFT
Article 1. Definitions
General Terms and Conditions the present general terms and conditions as drawn up and issued by CRAFT, the trade association of independent Dutch breweries
Brewery independent Dutch brewery affiliated with CRAFT and user of these General Terms and Conditions
Customer counterparty of Brouwerij
Article 2. Applicability of conditions
2.1 These General Terms and Conditions apply to all offers, quotations, deliveries, activities, advice and agreements between the Brewery and the Customer. Additions to or deviations from these General Terms and Conditions are only valid if expressly agreed in writing by the parties.
2.2 The applicability of the general or purchasing conditions used by the Buyer is expressly excluded, unless the parties have expressly agreed otherwise in writing.
2.3 Should any provision of these General Terms and Conditions be null and void or be nullified, the other provisions will remain in full force and the invalid or nullified provision of these General Terms and Conditions will be replaced by a valid provision, whereby as much as possible the purpose and purport of the void or nullified provision will be observed.
2.4 If there are (interpretation) differences between a translation and the original Dutch version of these General Terms and Conditions, the Dutch version will prevail.
Article 3. Quotations, offers and conclusion of agreement 3.1 All offers, price lists and offers made by Brouwerij are free of obligation, regardless of their form, unless the offer or the offer explicitly states otherwise in writing. 3.2 An agreement is only concluded at the time that Brouwerij has sent a confirmation to the Customer, or at the time that Brouwerij has started with the execution of the assignment or delivery. 3.3 Changes to agreements already concluded are only valid if these changes have been explicitly confirmed in writing by Brouwerij. 3.4 All statements and statements regarding its products are made by Brouwerij to the best of its knowledge, but are not binding. Obvious mistakes or errors in the offer do not bind Brouwerij. 3.5 All agreements and deliveries are carried out by Brouwerij to the best of its knowledge and ability, in accordance with the requirements of good workmanship. 3.6 Brewery reserves the right, without giving reasons, not to accept orders or assignments or to accept them only under additional conditions, such as the purchase of minimum or maximum numbers, COD or prepayment. 3.7 Offers, quotations and price lists do not automatically apply to repeat orders. General (industry) conditions CRAFT, version October 2018
Article 4. Prices and rates
4.1 The rates stated in a price list, offer or quotation by Brouwerij are in Euros and include the statutory duties and taxes, but exclude VAT, any other government levies, shipping and transport costs, administration costs and any other surcharges or costs, unless has been explicitly stated otherwise in writing by Brouwerij or explicitly agreed otherwise in writing by the parties.
4.2 Unless expressly agreed otherwise in writing, prices apply to orders to be delivered or delivered by the Brewery to the Customer, as stated in the price lists of the brewery at the time of delivery, or otherwise announced. Brouwerij is at all times entitled to periodically change the agreed rates and / or prices.
4.3 If after the conclusion of the agreement only one or more cost-determining factors change before delivery, Brouwerij is entitled to adjust its prices accordingly and charge them to the Customer, or to cancel the order and dissolve the agreement, without any right to compensation for the Customer. Cost-determining factors include, but are not limited to, an increase in purchase prices, raw material and material prices, production and processing costs, fuel surcharges, environmental and waste taxes, or changes in import duties, (turnover) tax rates, excise duties, levies, exchange rates and currency changes. . Brouwerij will inform the Customer as soon as possible of any price changes.
Article 5. Payment 5.1 Payment by the Customer must be made within fourteen days after the invoice date, without any set-off, in the currency and in the manner indicated by Brouwerij on the invoice, unless expressly agreed otherwise in writing. Any right to set-off by the Customer is excluded. 5.2 Any objections to an invoice must be made known to Brouwerij in writing no later than seven days after the invoice date. Objections to the amount of an invoice do not suspend the payment obligation of the Customer. 5.3 If the Customer has not paid within the period referred to in paragraph 1 of this article, the Customer will be in default from the due date of the invoice, without any further notice of default being required. In the event of late payment, Brouwerij is entitled, without further notice of default and without prejudice to Brouwerij's other rights, to charge the Customer the statutory (commercial) interest from the due date of the invoice until the date of full payment. 5.4 All judicial and extrajudicial costs to be incurred by Brouwerij in the context of the fulfillment of the agreement (s) concluded between the Customer and the Brewery are for the account of the Customer. The extrajudicial costs amount to 15% of the (invoice) amount owed by the Customer to the Brewery, plus the interest referred to in paragraph 3 of this article, with a minimum of € 250. 5.5 Brewery has the right to have the payments made by the Customer go first of all to reduce the (extra) judicial costs, then to reduce the interest still due and finally to reduce the principal and accrued interest. Brouwerij can, without being in default, refuse an offer for payment, if the Customer indicates a different order for the allocation of the payment. In addition, the brewery may refuse full payment of the principal sum if the outstanding and accrued interest and (extra) judicial costs are not also paid. General (industry) conditions CRAFT, version October 2018
5.6 If, in the opinion of Brouwerij, the financial position or payment behavior of the Customer gives reason to do so, or if Brouwerij deems this desirable for other reasons, Brouwerij is entitled to require the Buyer to provide (additional) security without delay in a by Brouwerij. form to be determined and / or pay an advance. If the Customer fails to provide the required security and / or to pay the advance, Brouwerij is entitled, without prejudice to its other rights, to immediately suspend the further execution of the agreement and all that the Customer owes Brouwerij for whatever reason, immediately due and payable.
5.7 Until the moment that the Customer has paid all that he owes to Brewery, Brewery is entitled to suspend the delivery of placed orders and Brouwerij also has a right of retention on all data, papers or other goods of the Customer under it.
5.8 Brewery is entitled to invoice partial deliveries separately to the Customer.
5.9 In the event of a jointly given order or jointly placed order, all Customers are jointly and severally liable for payment of the invoice amount.
Article 6. Delivery and Returns 6.1 Unless expressly agreed otherwise in writing, the delivery of orders placed by the Customer will be made to the delivery address specified by the Customer in the Netherlands. 6.2 Brewery is free to choose which form and method of transport is used for the delivery to the Customer. The customer will ensure that the specified delivery address is suitable and easily accessible for delivery on the agreed date and place. If the Customer cannot receive the products on the agreed date and place or refuses delivery, the Customer will be in default without further notice of default. Brouwerij is then entitled to dissolve the agreement at its own discretion, to send the products to the Customer (again) at the expense and risk of the Customer, or to store the products at the expense and risk of the Customer. Brewery is not obliged to honor a request from the Customer for redelivery or subsequent delivery. If Brewery does do this anyway, all associated costs will be for the account of the Customer. 6.3 The full risk of loss, theft or damage of the Products and any consequential damage resulting from this will pass to the Customer from the moment of delivery, even if ownership of the products has not yet been transferred. 6.4 Delivery of products takes place while supplies last. Brouwerij reserves the right to cancel orders in whole or in part or to deliver products later in the event of insufficient stock or taking products out of the range. If delivery is delayed or cannot or only partially be executed, Brouwerij will inform the Customer as soon as possible, but no later than within ten working days.
6.5 Brewery is always authorized to deliver an order in parts and to demand payment for the partial deliveries made. If delivery of a product is permanent or for more than one month, Brouwerij can make a proposal to the Customer for a replacement product to the Customer. The customer is not obliged to purchase the replacement product and has the right to dissolve the agreement, at least that part to which the undeliverable product relates, free of charge. However, the customer is not entitled to any compensation as a result of a dissolution as mentioned above.
6.6 Returns must be received unused and undamaged no later than 14 days after the delivery date by the Naeckte Brouwers warehouse, Amsterdamseweg 22, 1182 HD in Amstelveen, in order to be eligible for a refund.
Article 7. Terms / Delivery time 7.1 Specified and / or agreed delivery times are always indicative and can never be regarded as deadlines, unless expressly agreed in writing. 7.2 The agreement cannot be dissolved by the Customer due to exceeding the term, unless there is a situation as described in article 6.5 of these General Terms and Conditions. 7.3 If the Customer owes an advance payment or must provide information required for the execution of the agreement, the delivery period will not start until the payment has been received in full or the information has been made available in full.
Article 8. Retention of title
8.1 All products delivered by Brouwerij to the Customer remain the property of Brouwerij until the purchase price, including any interest and costs, as well as all other claims arising from the agreement (s) existing between the parties and / or a shortcoming in the fulfillment of this agreement (and ) are fully satisfied.
8.2 The Customer is permitted to sell or resell the products in the context of its normal business operations, unless Brouwerij indicates in writing that the Customer must keep these products at Brouwerij's disposal and / or the Customer knows, or should know, that he causes Brewery damage in this way, for example in the event of (an application for) suspension of payments or bankruptcy of the Customer.
8.3 If third parties (threaten to) seize the products delivered by Brouwerij subject to retention of title, or wish to establish or otherwise assert rights thereon, the Customer is obliged to immediately inform Brouwerij thereof. The Customer is also obliged to immediately inform the relevant third parties and / or other executive parties involved, such as bailiff, administrator and curator, of Brouwerij's (property) rights and to protect them as much as possible.
8.4. The customer is obliged to store the products delivered under retention of title separately from comparable products from third parties, with due care and easily recognizable as the property of Brouwerij.
8.5 The customer is obliged to make the products delivered under retention of title available to Brouwerij at Brouwerij's first request. Brouwerij is always entitled to have the products delivered under retention of title (let) be taken back from the place where they are at the Customer's expense. To this end, the Customer already grants Brouwerij or third parties to be designated by it unconditional and non-revocable permission to enter all those places where Brouwerij's properties are located and to have these items retrieved.
8.6 The customer is obliged to adequately insure the products delivered under retention of title against matters such as fire, theft, loss and damage. At the first request of Brouwerij, the Customer will provide Brouwerij with proof of the existence, scope and content of the coverage of the relevant insurance policies.
Article 9. Products with a limited shelf life
9.1 The brewery produces and supplies perishable natural products with a limited shelf life. The customer understands and accepts this.
9.2 The storage instructions provided or otherwise announced by the Brewery must therefore be strictly observed by the Customer. In general, the Customer must submit the General (industry) conditions CRAFT, version October 2018 Products supplied by the Brewery must always be stored dry, dark and under the correct, as constant temperature as possible.
9.3 The customer guarantees that products supplied by Brouwerij that have an expiry date or sell-by date will no longer be offered for sale, use or consumption after that date has passed.
9.4 The customer indemnifies Brouwerij against claims from third parties for compensation for damage that is the result of the products being offered for sale, use or consumption after the sell-by or expiry date, as well as the other costs ensuing from this for Brouwerij.
Article 10. Guarantee
10.1 The products to be supplied by Brouwerij are manufactured in accordance with the legal standards applicable at the time of production, including the HACCP. The customer understands and accepts, however, that the products supplied by Brouwerij are perishable natural products with a limited shelf life. Insofar as permitted under mandatory law, Brouwerij therefore does not provide any guarantees with regard to the products to be delivered after the expiry date set by Brouwerij.
10.2 Brewery does not provide any guarantee with regard to undesirable properties of products that have been brewed on the instructions of the Buyer, insofar as those properties can reasonably be traced back to the recipe provided by the Buyer or other methods and techniques required by the Buyer.
10.3 All advice, statements and / or statements provided by Brouwerij about, among other things, the properties of products to be delivered by Brouwerij are always without obligation and do not bind Brouwerij. Brewery does not provide any guarantees in this regard.
Article 11. Recall
11.1 The customer is obliged to cooperate as much as possible in the implementation of a so-called "product recall" by the Brewery. To this end, the customer is obliged to keep adequate records of all sales activities and customers. For proper traceability of the delivered products, the administration must contain information about sales dates, sales numbers, batch numbers, batch specifications and any other information that may be relevant in the context of a product recall.
Article 12. Complaints / Complaints
12.1 All complaints with regard to directly visible defects, damage and / or incompleteness of the delivery must be made known to the Brewery in writing by the Customer as soon as possible, but always within two working days after receipt of the delivery, stating the nature and extent of the defect.
12.2 All complaints with regard to defects that are not immediately visible and / or with regard to invoices must be submitted as soon as possible, but always no later than five working days after receipt of the delivery, or within five working days after discovery of the defect, if the Customer demonstrates that it could not reasonably have discovered the defect earlier, to be notified in writing by the Customer to the Brewery, stating the nature and extent of the defect.
12.3 After the aforementioned periods have expired, the Customer is deemed to have accepted the delivered products and / or invoices.
12.4 Minor or customary variations in the industry, both in quality and quantity, must be accepted and do not constitute grounds for complaints. General (industry) conditions CRAFT, version October 2018
12.5 The customer is obliged to keep the products about which he has complained available to Brouwerij for possible further inspection. The customer is obliged to fully cooperate in an investigation to be initiated by the Brewery.
12.6 Complaints as referred to in this article do not suspend the Buyer's payment obligation.
12.7 Return shipments of products about which the Customer has complained are only allowed after prior written permission from Brouwerij. In the event of return without prior written permission, storage by Brouwerij will take place at the expense and risk of the Customer.
12.8 If Brouwerij deems the complaint to be justified, Brouwerij is only obliged to repair or supply the missing or damaged products free of charge, or to credit the missing or damaged products in whole or in part. The customer is not entitled to any further (damage) compensation.
Article 13. Suspension / Dissolution
13.1 Brewery is authorized to suspend the fulfillment of its obligations under the agreement or to dissolve the agreement if:
a) the Customer does not, not fully or timely fulfill the obligations under the agreement;
b) after concluding the agreement, Brewery has received information or circumstances that give good reason to fear that the Customer will not fulfill its obligations;
c) the Customer was requested at or after the conclusion of the agreement to provide security for the fulfillment of his obligations under the agreement and this security is not provided or is insufficient;
d) because of the delay on the part of the Customer, Brewery can no longer be required to fulfill the agreement under the originally agreed conditions; or
e) on the side of the Customer there is a termination of business, liquidation, takeover, merger, (an application for) suspension of payments or bankruptcy, seizure at the expense of the Customer, debt restructuring or any other circumstance as a result of which the Customer is no longer freely ability.
13.2 Brouwerij is also authorized to terminate the agreement if circumstances arise that are of such a nature, that fulfillment of the agreement is impossible, or if other circumstances arise that are of such nature that the unaltered maintenance of the agreement cannot reasonably be expected of Brouwerij. can be taken.
13.3 If Brouwerij decides to suspend or dissolve on the basis of one of the circumstances referred to in this article, all claims of Brouwerij against the Customer are immediately due and payable, with retention of all other claims that Brouwerij has on the basis of the law and the agreement.
13.4 If the Contractor proceeds to suspension or dissolution on the basis of one of the circumstances referred to in this article, it is in no way obliged to pay compensation and / or indemnify the Buyer in this respect.
13.5 If the suspension or dissolution is attributable to the Customer, the Customer is liable for the damage suffered by Brouwerij as a result of the dissolution.
14. Cancellation 14.1 The customer cannot in principle cancel an order placed. If the Customer nevertheless cancels a placed order in whole or in part, regardless of the cause or reason, the Customer is obliged to take all measures with a view to the execution of this order. General (industry) conditions CRAFT, version October 2018 reimburse reasonably incurred costs and work performed to the Brewery, as well as pay compensation for loss of profit. This is without prejudice to Brouwerij's right to charge the Customer instead of the aforementioned compensation, cancellation costs of 25% of the (purchase) amount involved in the canceled order, plus VAT.
Article 15. Liability 15.1 Any liability of Brouwerij is limited to what is stipulated in this article. 15.2 Except for intent or gross negligence and subject to civil liability on the basis of mandatory provisions of law, any liability of Brouwerij for any damage of the Customer is excluded. 15.3 If, with due observance of the previous paragraph, Brouwerij is liable for damage suffered by the Customer, this liability is limited to the invoice amount due on the basis of the agreement, or at least to that part of the agreement to which the liability relates, with a maximum amount of € 10,000 per event. For the purposes of this article, a series of related damage-causing events counts as one event. 15.4 Brouwerij's liability for indirect damage, including consequential damage, loss of turnover or profit, missed savings, damage due to business interruption and non-material damage, is always excluded. 15.5 Brouwerij is never liable for damage, of whatever nature, caused because in the execution of the agreement he assumed incorrect and / or incomplete information provided by the Customer. 15.6 The limitations of liability laid down in this article are also stipulated for the benefit of any third parties engaged by Brouwerij for the execution of the assignment. 15.7 If Brouwerij has liability insurance, any liability of Brouwerij is at all times limited to the amount to be paid out by the professional liability insurance in the relevant case. 15.8 Any claim for compensation is time-barred if it has not been submitted to Brouwerij in writing by the Customer within one year after delivery of the products.
Article 16. Force majeure 16.1 Brewery is not obliged to fulfill any obligation to the Customer, if he is hindered to do so as a result of a circumstance that is not due to his fault and is not for his account under the law, a legal act or prevailing traffic (hereinafter referred to as “force majeure”). Brouwerij also has the right to invoke force majeure if the circumstance that prevents (further) compliance with the agreement occurs after Brouwerij should have fulfilled its obligations. 16.2 Force majeure in these General Terms and Conditions also includes, in addition to what is understood in this respect in law and jurisprudence, all external causes, foreseen or not foreseen, over which Brouwerij cannot influence, but as a result of which Brouwerij cannot, not fully or in time is able to fulfill its obligations to the Customer. This includes, but is not limited to, war, revolution, terrorist actions, natural disasters, disturbances, fire, excessive rise in demand, weather conditions, flooding, obstacles to transport, strike, government measures including import and export measures, disruptions in the supply or supply of raw materials, General (industry) conditions CRAFT, version October 2018 packaging materials, energy or business supplies or as a result of defects in or damage to machines. 16.3 Brouwerij can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without obligation to compensate any damage to the other party. 16.4 Insofar as at the time of the occurrence of force majeure Brouwerij has already partially fulfilled its obligations under the agreement or will be able to fulfill them and the independent part or part to be fulfilled, Brouwerij is entitled to the part already fulfilled or to be fulfilled. to be invoiced separately. In the aforementioned case, the customer is obliged to pay this invoice as if it were a separate agreement.
Article 17. Confidentiality
17.1 All information provided by Brouwerij to the Customer, including but not limited to product and price information, is to be regarded as confidential information, unless Brouwerij has already made this information public.
17.2 The customer is obliged to maintain the confidentiality of confidential information and will not disclose it or share it with third parties, unless there is a legal obligation to disclose or a court order to do so.
17.3 The customer will use all confidential information provided to him by Brouwerij only for the purpose for which it was obtained.
Article 18. Intellectual property 18.1 All intellectual property rights with regard to Brouwerij products, including but not limited to copyrights, brand rights, trade name rights and / or patent rights on, among other things, distinguishing marks, packaging, labels, advertising material, names, images and recipes, belong exclusively to Brouwerij and / or licensors. 18.2 All intellectual property rights with regard to products that Brouwerij develops, manufactures or provides on the instructions of the Customer, including but not limited to packaging, labels, advertising material, names, images and recipes, belong exclusively to Brouwerij, unless expressly agreed otherwise in writing. 18.3 The customer will only acquire the rights of use and the powers that have been expressly granted under these general terms and conditions, or arise from the agreement between the parties. 18.4 The Customer is not permitted to remove, damage or change brand and trade name indications and / or other information stated on Brouwerij's products without the prior written permission of Brouwerij.
Article 19. Rental or brewing
19.1 If the agreement concerns a (rental) brewing transaction, the specific provisions included in this article apply in addition to or in derogation from the related provisions included in these General Terms and Conditions.
19.2 The brewery will always execute the agreement to the best of its knowledge and ability. If and insofar as required for the proper execution of the agreement, the Brewery is allowed to have (part of) the work carried out by third parties. General (industry) conditions CRAFT, version October 2018
19.3 The Customer is obliged to provide all information and documents that Brouwerij needs in order to correctly execute the agreement, or of which the Customer should reasonably understand that these are necessary for the correct execution of the agreement, in a timely manner, by Brouwerij. the desired form and in the manner desired by the Brewery, to be made available to the Brewery.
19.4 The customer guarantees the correctness, completeness and reliability of the data and documents made available to Brouwerij.
19.5 If the Customer does not provide or has provided the necessary information to Brouwerij in time, Brouwerij is entitled to suspend its obligations under the agreement. The additional costs resulting from the delay that has arisen in this way are for the account and risk of the Buyer. Brouwerij is never liable for damage, of whatever nature, that is the result of the Client not providing Brouwerij with the information in time.
19.6 If the Customer provides or has provided incomplete or incorrect information to Brouwerij, Brouwerij is entitled to dissolve the agreement and to hold the Customer liable for any damage resulting from this. Brouwerij is never liable for damage, of whatever nature, that is the result of the incorrect and / or incomplete information provided to Brouwerij by the Customer.
Article 20. Deposit and return packaging
20.1 If Brouwerij makes use of return packaging, the specific provisions included in this article apply in addition to or in derogation from the related provisions included in these General Terms and Conditions.
20.2 In the context of these General Terms and Conditions, return packaging includes, but is not limited to, the following items: barrels, tanks, bottles, crates, boxes, displays, cylinders, pallets, (roll) containers and other containers intended for multiple use. tools.
20.3 The Customer will be charged a deposit and reimbursement for the return packaging (VBR), in accordance with the rates applied by Brouwerij. A deposit to be charged does not reimburse the fair value of the return packaging.
20.4 The brewery is and remains the owner of the used return packaging at all times. The customer never obtains ownership of the return packaging, regardless of the deposit and VBR payment.
20.5 The customer is obliged to use the return packaging only once and for the purposes for which it is intended. All return packaging must be returned to Brewery as soon as possible and sorted after use. If the return packaging is insufficiently sorted by the Customer, Brewery is not obliged to refund the charged VBR. If the return packaging is damaged, Brewery is not obliged to refund the deposit charged.
Article 21. Import / export
21.1 If the agreement concerns an export transaction, the specific provisions included in this article shall apply in addition to or in derogation from the related provisions included in these General Terms and Conditions.
21.2 All prices are exclusive of import duties, exclusive of excise duties and exclusive of VAT. and other taxes, unless explicitly stated otherwise in writing by Brouwerij or explicitly agreed otherwise in writing by the parties. Prices are based on Ex Works, Brewery, The Netherlands (EXW, Incoterms® 2010), unless written by Brouwerij General (industry) conditions CRAFT, version October 2018 expressly stated otherwise or expressly agreed otherwise in writing by the parties.
21.3 The customer guarantees that the products will be imported correctly and legally, that all applicable laws and regulations are observed and that all applicable levies, excise duties, import duties and taxes are paid. At Brouwerij's first request, the Customer will provide proof that he has complied with the aforementioned obligations.
21.4 The applicability of the Vienna Sales Convention is expressly excluded.
Article 22. General provisions
22.1 The article headings or indications included in these General Terms and Conditions are included only for reference purposes and do not determine or limit the content and / or explanation of the terms and conditions in any way.
22.2 If the circumstances assumed by the parties at the time of the conclusion of the agreement change so significantly that compliance with one or more of these conditions cannot reasonably be required of one of the parties, the parties will consult on interim amendment of the agreement.
22.3 These General Terms and Conditions can be changed periodically. Any changes will also apply to agreements already concluded, from the moment indicated by Brouwerij. Brouwerij will announce any changes in a timely manner in a manner that it chooses, which in the event of minor changes may consist of publishing the changed conditions on its website.
Article 23. Applicable law and competent court
23.1 These General Terms and Conditions and all agreements between the Customer and the Brewery to which these General Terms and Conditions apply are exclusively governed by Dutch law.
23.2 All disputes between the Customer and the Brewery that may arise and about which a solution cannot be resolved by mutual agreement, will be submitted to the competent court for the location of the Brewery.