CONDITIONS ET TERMES DE VENTE

Article 1 – Definitions

ZUIVER B.V.: The private company with limited liability ZUIVER B.V. established and with its registered office at Schoot 2, 1551 NB Westzaan, the Netherlands, Chamber of Commerce number 35029777, hereinafter to be referred to as ‘ZUIVER’. Offer: The Products which ZUIVER Offers to supply to the Client, together with a quotation. Client: The individual or legal entity that asks ZUIVER to supply Products. Contract: Each separate agreement between ZUIVER and Client concerning the purchase and sale of Products.
General Terms and Conditions: These ZUIVER General Terms and Conditions of Sale.

Products: All items and goods that ZUIVER Offers for sale to the Client.

Specials: All products made on demand.

Article 2 – Applicability

1. The General Terms and Conditions apply to all Offer requests, proposals, Contracts and supplies concerning the sale and purchase of Products. 
2. ZUIVER rejects the validity of any Client General Terms and Conditions, unless it is evident from a document signed by both parties that ZUIVER and the Client have agreed otherwise in 
   writing.
3. If any article in these General Terms and Conditions is null and void or can be nullified, this will not invalidate any of the remaining articles
4. Deviations from and supplements to these General Terms and Conditions may only be agreed with ZUIVER in writing..
5. All of the articles in these General Terms and Conditions have been drafted for the benefit of all of the directors of ZUIVER and all persons employed and/or engaged by ZUIVER.

Article 3 -  Offers/orders/Contract

1. No obligations for ZUIVER arise from its Offers or price lists. 
2. All Offers apply for the term stated in the Offer. If no term is stated in the Offer, the Offer will 
   be valid for 14 (fourteen) days and can be revoked by ZUIVER before receipt of the Client’s written order. 
3. Each Offer is based on the details, such as drawings, specifications and other information from ZUIVER’s collection, or from those supplied by the Client with the request for an Offer. 
   The details are only binding for ZUIVER if they are laid down in the Contract.
4. No purchase order to sell Products will take effect until confirmed by ZUIVER in writing.
5. The Client will check the order confirmation upon receipt and if there are any discrepancies between Offer and order confirmation, the Client immediately communicates this in writing 
   to ZUIVER.
6. The Client cannot cancel Orders for Specials or the delivery of Specials.
7. If the Client wishes to cancel the delivery of Products this can be done by e-mail of which the receipt is confirmed, subject to the costs stated below, unless ZUIVER explicitly informs the Client in writing that the costs are not due:
   a. For cancellation up to 30 (thirty) days before delivery starts: 50 % (fifty per cent) of 
   the invoice amount.
   b. For cancellation from 30 (thirty) to 21 (twenty-one) days before delivery starts: 65 % 
   (sixty-five per cent) of the invoice amount.
   c. For cancellation from 21 (twenty-one) days to 14 (fourteen) days before delivery 
   starts: 85 % (eighty-five per cent) of the invoice amount.
   d. For cancellation from 14 (fourteen) days to 7 (seven) days before delivery starts: 90 % 
   (ninety per cent) of the invoice amount.
   e. For cancellation from 7 (seven) days before delivery starts: 100 % (one hundred per 
   cent) of the invoice amount
8. The Client will provide ZUIVER with proof of its creditworthiness if requested to do so, either 
   prior to delivery or thereafter, and will also provide security for the fulfilment of all its obligations. If the Client remains in default of its obligation to provide proof of its creditworthiness or provide security if requested, ZUIVER will be able to suspend its 
   obligations from the Contract.

Article 4 – Prices

1. All quoted prices are exclusive of VAT, sales tax, shipping/dispatch costs, packaging, administration costs, insurance and any other taxes or government levies.
2. Until ZUIVER confirms the order ZUIVER can adjust its prices for the Products or delivery charges for any reason.
3. Should any materials, packaging, raw materials, unfinished products, purchase prices, wages, wage costs, social and government taxes, freight charges, insurance premiums, exchange rates and/or other factors which determine the price of the Products be subject to amendment, ZUIVER will be able to amend its prices accordingly while observing a notice period of 1 (one) month, due to the effect of the aforementioned non-exhaustive list of market conditions. Such a price amendment will not entitle the Client to dissolve the Contract or have the Contract dissolved, unless the price amendment constitutes an increase of more than 15%
4. If a price has not (yet) been agreed, ZUIVER will charge the Client the prices and rates which apply at the time of delivery
5. If the sum invoiced by ZUIVER to the Client exceeds the sum stated in the Contract by a percentage of 10% or less, such an excess will be considered to be an acceptable margin of error in the estimate, the risk of which will be borne by the Client. ZUIVER is not bound to inform the Client of this.
6. ZUIVER can charge the Client for any storage costs which may occur in the period between the order confirmation and the invoice date.
7. ZUIVER can charge the costs incurred in issuing a complicated Offer to the Client at the time that a Contract is entered into between the parties as a result of that Offer.
8. ZUIVER can ask for payment in full or part in advance, without having to state a reason.
9. All the costs arising from later supplements and/or amendments to the Contract by or on behalf of the Client are to be borne entirely by the Client.
10. All prices will be indexed/amended annually on 1 January by the applicable price index calculated by Statistics Netherlands (CBS).

Article 5 – Delivery periods

1. The delivery periods stated in the Offer and/or Contract only apply for indication purposes and never as hard deadlines.
2. The delivery periods in the Offer and/or Contract will be extended, in any event, for the duration of any delay, if that delay is the consequence of insufficient cooperation by the Client.
3. If ZUIVER misses a delivery deadline, this will never be considered to be a breach of the Contract and nor does it entitle the Client to dissolve the Contract, refuse payment or neglect its obligations in any other way. ZUIVER will not be liable for any delays, loss or damage if a delivery deadline is missed.

Article 6 –  Dispatch, delivery and collection

1. If the Products are dispatched using ZUIVER’s own means of transport, or by carriers working on its behalf, they will be regarded as having been delivered when they arrive at ground floor level at Client’s warehouse or showroom.
2. The risk for the Products transfers to the Client at the moment of delivery. Delivery is defined as the Products being placed under the Client’s control.
3. The Client will be in default if the Client does not take delivery of the Products immediately at the agreed delivery time and delivery location. The Client must make sufficient resources and personnel available (or have them made available) for the swift and undisrupted unloading of the Products.
4. The delivery of the Products will also be regarded as having taken place as soon as the Client fails to perform actions which are required to take delivery of the Products.
5. If the Client fails to take delivery of the Products, or fails to provide the information or instructions to enable delivery, the Client will be fully liable vis-à-vis ZUIVER for all loss and damage suffered by ZUIVER such as, but not limited to, transportation costs, (extra) storage, handling and insurance. ZUIVER may demand prior payment of all aforementioned costs before (re)delivering.
6. If the Client fails to take delivery of the Products, or fails to provide the information or 
   instructions to enable delivery, the Client will be fully liable vis-à-vis ZUIVER for all loss and damage suffered by ZUIVER such as, but not limited to, transportation costs, (extra) storage, handling and insurance. ZUIVER may demand prior payment of all aforementioned costs before (re)delivering.
7. ZUIVER may postpone any delivery in the event of production problems affecting the quality or the quantity of the Products produced. If such a delay lasts longer than 3 (three) calendar months, either party may cancel the order. If any such orders are cancelled, ZUIVER will not be liable for any loss or damage, including lost profits, or any saving by the Client.
8. If Products are collected by ZUIVER’s own means of transport, or by carriers working on its behalf, the Client will ensure that the Products are ready for transport at the time and day set by ZUIVER. The Client will be in default if it fails to do this and ZUIVER can charge, without legal intervention, all the costs incurred as a result of this failure, with a minimum of € 50.00 per invoice.

Article 7 –  Retention of title

1. The Products remain the exclusive property of ZUIVER for as long as the Client fails to comply fully with its obligations arising from the Contract and until all claims which ZUIVER has or will have vis-à-vis the Client, including claims as stipulated in Article 3:92 paragraph 2 of the Dutch Civil Code (Burgerlijk Wetboek) for interest and legal and extrajudicial costs, have been 
   paid in full.
2. As long as the title to the Products has not been transferred to the Client, these Products may not be pledged, nor any right to them be extended, to third parties, except within the normal course of its business.
3. The Client is obliged to store Products which are delivered subject to retention of title with all due care and recognizably as ZUIVER’s property. The Client will insure the Products against all risks based on the invoice value. The Client will provide ZUIVER with the name and address of the insurers and copies of the policies at the first request. The Client will also establish a silent pledge in favour of ZUIVER on its claims in respect of that insurer at ZUIVER’s first request.
4. ZUIVER can recover Products delivered subject to retention of title and which are still present at the Client’s premises if the Client is in default with regard to its payment obligations or encounters, or risks encountering, payment difficulties. The Client will immediately grant ZUIVER access to its premises and/or buildings at all times to inspect or recover the Products 
   and/or exercise its right
5. The aforementioned articles are without prejudice to ZUIVER’s other rights.

Article 8 –  Inspection / Claims

1. The Client will inspect the condition of the packaging of the Products thoroughly for defects or damages immediately upon delivery in the presence of the carrier. In the event of a defect or damage to the packaging the Client will check the Products for quality and quantity defects and state the packaging and/or quality and/or quantity defects on the carrier’s consignment note and inform ZUIVER within 48 (forty-eight) hours of delivery by e-mail, of which the receipt is confirmed, including digital photos and illustrations.
2. In the event that the packaging exhibits no defects or damage, the Client will inspect the Products thoroughly for quantity and quality defects immediately following delivery, but not later than within 14 (fourteen) calendar days following the delivery date. 
3. Claims will only be accepted provided they are submitted to ZUIVER by e-mail of which the receipt is confirmed and specified in as much detail as possible with appropriate digital photos attached to the e-mail. Every delivery and each part delivery will be regarded as a separate delivery for the purpose of claims. That is to say claims that relate to a particular delivery will have no effect on previous or subsequent deliveries. Once the time periods in paragraphs 1 or 2 of this Article 8 have expired, the delivered Products will be deemed to have been irrevocably and unconditionally accepted by the Client. 
4. Any legal claims must be instigated within one year of their timely communication upon penalty of expiry. The burden of proof of timely communication of the claim rests with the Client.
5. Claims of whatever nature will not lead to any suspension of the Client’s payment obligations.
6. The Client acknowledges that minor changes can occur in shape, colour an/or construction of the Products and that the images, drawings and dimensions give a general representation of the Products. Discrepancies in quality, dimensions or colours which cannot be technically prevented, or which are generally accepted in custom and practice, cannot constitute any grounds for claims. The Client cannot reject delivery on that premise.
7. ZUIVER will only honour a claim if it is given the opportunity to inspect the Products in their 
   original condition.
8. If, according to ZUIVER’s reasonable judgement, the claim is justified, ZUIVER will have the option either: (a) of replacing the defective or missing Products, or (b) of crediting the purchase price to the Client.
9. If, according to its reasonable judgment, ZUIVER has accepted a claim as justified, this will not create any precedent for future acceptance of any similar claim or otherwise.
10. Defective Products may only be returned to ZUIVER at ZUIVER’s expense after ZUIVER has given its prior written consent. If the Products have not been received within 15 (fifteen) business days after ZUIVER has given consent to the Client to return such Products, the Client will be deemed to have withdrawn its claim and ZUIVER will not be liable to the Client for any 
    refunds, credits, or replacements.
11. The Client may not submit claims in respect of Products which it has continued to process following delivery by ZUIVER.
12. Should the parties be unable to arrive at an agreement about a claim, an independent expert will be engaged, the costs of which will be borne by the party which is found to be in the wrong.

Article 9 – Liability

1. ZUIVER is never (including in the event of force majeure, failure to fulfil any obligation, unlawful act, incorrect advice) liable to pay any compensation and/or penalty. Insofar as it is legally established that the aforementioned exemption from liability does not apply, the sum to be paid by ZUIVER in respect of compensation and penalty will/may never be greater than the sum covered by the product/liability insurance taken out by ZUIVER. The sum to be paid by ZUIVER in respect of compensation and penalty will/may not be higher than the sum stated on the invoice in respect of the Products concerned. ZUIVER is never liable for indirect and/or consequential damages or loss. 
2. ZUIVER is not liable for loss or damages caused by Products that are changed, modified or repaired by the Client and/or by third parties with the Client’s consent.
3. The Client indemnifies ZUIVER against all consumer claims of whatever nature from the moment that the Products are delivered and are accepted by the Client within the period stipulated in Article 8 paragraphs 1 or 2. The Client will be liable for all consumer complaints after the aforementioned acceptance. Should a consumer submit a claim against ZUIVER directly, the Client will be liable vis-à-vis ZUIVER for the full amount claimed from ZUIVER, which amount ZUIVER can claim from the Client without the requirement for legal intervention.
4. ZUIVER is not liable for loss or damage which is the consequence of the non-compliance of Products delivered by ZUIVER with legal or other government imposed requirements in respect of (the use of) those Products.

Article 10 - Force Majeure

1. In the event of force majeure ZUIVER can, at its own discretion, suspend its obligations from the Contract in full or in part for the duration of the circumstances leading to the force majeure situation, or dissolve the Contract in full or in part without the Client having the right to claim compensation.
2. Force majeure circumstances include the following: strikes, lockouts, fire, water damage, natural disasters, external calamities, mobilization, war, import or export traffic restrictions, government measures, epidemics, pandemics, delays in the supply of raw materials or components, a lack of workforce, a failure by suppliers and any circumstance which obstructs the normal course of business as a result of which ZUIVER cannot reasonably be expected to fulfil its obligations resulting from the Contract.
3. In the event of dissolution as stipulated in Article 10 paragraph 1 the Client will accept the available Products and pay the purchase price proportionally. If, as a result of force majeure, ZUIVER is forced to incur extra costs in order to fulfil its obligations, ZUIVER can pass on those extra costs to the Client.

Article 11 – Guarantee/service

1. If, within 1 (one) year after delivery, the Products exhibit defects which are due to poor manufacture, construction or installation, those Products will be repaired or replaced at ZUIVER’s discretion. In that case ZUIVER will not be liable for any additional costs incurred by 
   the Client, of whatever nature.
2. If the Client wishes to make a claim under this guarantee, it must do so in writing within 14 (fourteen) calendar days of the date it discovered, or could reasonably have discovered, the defects. The Products must be left in unaltered condition until ZUIVER has investigated the claim.
3. If the Client or a third party has made changes or modifications to the Products, carried out repairs, or used supplied Products in an abnormal way, ZUIVER will not be obliged to honour the guarantee.
4. The Client indemnifies ZUIVER against all claims by third parties in respect of Products supplied by ZUIVER, unless it is legally established that those claims are a direct consequence of gross negligence on the part of ZUIVER and furthermore that the Client demonstrates no blame on its part in this respect.
5. The Client undertakes to take out appropriate commercial liability insurance in respect of its liability for Products delivered by it to third parties which were wholly or partly manufactured by ZUIVER, or for which ZUIVER supplied materials.

Article 12 – Payments

1. All invoices sent out by ZUIVER must be paid by the Client within 30 (thirty) days of the invoice date, without any discount or set-off of any nature, unless explicitly agreed otherwise in writing. 
2. In the event of non-compliance, part-compliance and untimely compliance with Article 12 paragraph 1, the Client will be immediately in default without notice of default being required. In that case default interest will be charged which is equivalent to the statutory commercial interest on the invoice sum, calculated from the invoice date.
3. In the event of default, the interest on the principal sum and the legal and extrajudicial costs become immediately due and payable. Extrajudicial costs amount to 15% of the principal sum with a minimum of € 500.00, excluding VAT.

Article 13 –  Intellectual property rights

1. All Intellectual property rights to the brands, trademarks, trade names, domain names, logos, pay-offs, images, photographs, designs, drawings and product names are vested in ZUIVER or third parties.
2. The Client is not allowed to use the brands, trademarks, trade names, domain names, logos, pay-offs, images, photographs, designs, drawings, and product names without explicit prior written permission from ZUIVER. The Intellectual property rights must not be used for abuse or deception.

Article 14- Failure to perform and dissolution

1. If the Client does not fulfil its obligations due to bankruptcy, a payment moratorium, receivership, an embargo on its Products, temporary closure, transfer or liquidation of its business, or any significant change to its financial circumstances, ZUIVER can terminate or dissolve the Contract without the requirement for legal intervention and without prejudice to its further rights to compensation.
2.  In the event of the circumstances stated in the Article 14 paragraph 1, ZUIVER will be entitled to suspend its obligations from all Contracts between the parties and in these circumstances all of ZUIVER’s outstanding claims will become due instantly and immediately.

Article 15 –  Partial invalidity

1. If any article of these General Terms and Conditions is inapplicable or is contrary to public order or the law, the other articles will remain in full force.

Article 16 –  Applicable law and competent court

1. All disputes are to be resolved amicably. If this is impossible, disputes will be decided upon by the competent court in Haarlem. ZUIVER can also submit disputes to another competent court.
2.  These General Terms and Conditions and any additional Contracts, as well as any resulting disputes, are governed by Dutch law. The Vienna Convention on Contracts for the International Sale of Goods is not applicable

Westzaan, version November 2023