I. Scope

  1. These terms and conditions apply to all agreements with Hansen Dranken B.V. unless otherwise agreed in writing in advance.
  2. These terms and conditions also apply to supplementary and subsequent agreements.
  3. The applicability of the buyer's general terms and conditions is expressly rejected. 

II. Formation of the Agreement

  1. An agreement is formed by offer and acceptance.
  2. An order is deemed accepted if the seller has not notified the buyer in writing to the contrary within three working days after placement.
  3. All price lists and quotations are non-binding and valid for the period specified therein. Prices in price lists retain their validity in any case until Hansen Dranken B.V. announces new prices.
  4. The buyer agrees to the conditions set by the seller if he accepts the delivery. 

III. Failure to perform

  1. In the event of a failure to perform the agreement by the buyer towards the seller, the seller has the right to consider this failure as having occurred with respect to all agreements currently in force with the seller.
  2. In the event of a failure, the seller is entitled to maintain the agreement in part, but is not obliged to do so.The seller shall never be liable for the consequences of any failure to perform for an amount exceeding the invoice value of the purchased goods, regardless of the nature of the failure to perform and regardless of the nature of the consequences, except for bodily injury, illness, or death; in that case, liability is limited to the amount paid out by the seller's liability insurer.

IV. Delivery and transport

  1. All deliveries are made "franco house" by the cheapest method of shipment for the seller, unless otherwise agreed. If the buyer wishes a different method of shipment, the additional costs shall be borne by the buyer.
  2. The shipment of the goods is at the seller's risk until the moment of delivery, unless the goods are collected by or on behalf of the buyer. In that case, the risk passes immediately to the buyer.
  3. The seller accepts no liability whatsoever with regard to damage caused by or in connection with delay in delivery or late delivery, unless expressly agreed otherwise in writing beforehand.
  4. The buyer is obliged to ensure sufficient loading and unloading facilities and the shortest possible waiting time for delivery.
  5. Delivery is deemed to have taken place as soon as the goods have been placed at the delivery address within normal business opening hours for the warehouse. If ordered goods have been offered for delivery but delivery has proven impossible, the seller is entitled to charge the costs of that offer to the buyer.
  6. Delivery dates and times are for informational purposes only and do not constitute deadlines, after which the seller is automatically in default. 

V. Retention of Title

  1. The title of all goods delivered by the seller remains with the seller until the moment of full payment of all amounts owed by the buyer to the seller.
  2. As long as full payment of all amounts owed by the buyer to the seller has not taken place, the buyer is not permitted to alienate, pledge, mortgage, or encumber the goods delivered to him, nor to rent out, lend, or remove them from his business in any manner or under any title whatsoever, unless he operates a business as a reseller where the sale of the delivered goods is the objective. However, this right to sell lapses immediately if the payment term has expired, the buyer has applied for a suspension of payments, or has been declared bankrupt.

 Vl. Packaging

  1. Packaging not intended for single use remains the property of the seller, unless otherwise stipulated in writing.
  2. If packaging remains the property of the seller, the buyer is obliged to return the material to the seller. 
  3. The seller may set a time limit for the return within which the return must be made. In the event of late return, default occurs without the need to put the buyer in default.

VII. Force Majeure

  1. In the event of force majeure, the performance of the agreement shall be suspended.
  2. The obligations of the other party shall also be suspended if a party invokes force majeure.
  3. If such suspension has lasted for six months, the agreement may be dissolved by either party by registered letter. In that case, the obligations under the agreement shall cease, without either party being able to claim compensation or any other performance from the other. Anything already paid or performed pursuant to the agreement shall then be settled between the parties on a pro rata basis.

VIII. Complaints and Returns

  1. All complaints regarding deliveries must be made in writing.
  2. All complaints must be in the possession of the seller within 48 hours of receipt of the goods. 
  3. Any right of complaint is forfeited if the period mentioned in paragraph 2 has been exceeded or if the goods have already been put into use.
  4. Complaints that reach the seller after the minimum shelf life of the delivered goods, as well as complaints concerning processed, treated, or improperly stored goods, shall not give rise to compensation or replacement.
  5. Return shipments without prior consultation with the seller are not permitted, unless otherwise agreed in writing.
  6. If return shipments are made without valid reasons, all costs associated with the return shipment shall be borne by the buyer. In that case, the seller has the right to keep the goods at the buyer's disposal (or to have them kept) at the buyer's expense and risk.
  7. If the complaint concerns return shipments for the purpose of crediting goods, this may only take place after written permission has been obtained from the seller.

IX. Payments

  1. All payments must be made no later than the due date without any deduction, unless expressly agreed otherwise between the parties.
  2. The buyer is in default by the mere fact that payment is not made within the applicable payment term. A notice of default is not required for this. 
  3. Payment discounts tied to a time limit within which payment must be made shall lapse if the amount due is not paid within the relevant period.
  4. The date of payment shall be the value date of receipt of the payment by the seller.
  5. If payment is not made on time, the buyer shall owe interest of ten percent per year from the due date until the day of full payment. The buyer shall also be liable for all costs incurred as a result of late payment, without any further formal notice being required.
  6. If the seller has placed collection in the hands of a third party, the buyer shall also owe extrajudicial costs. These extrajudicial costs amount to fifteen percent of the principal sum excluding VAT. They amount to at least EUR 100.

X. Applicable law and choice of forum

  1. Dutch law shall apply to all disputes with Hansen Dranken B.V. To the extent that the Convention on the International Sale of Goods would be applicable under Dutch law, the application of that Convention is excluded. 
  2. The parties shall submit all disputes in respect of which a choice of forum is permitted to the competent court in Roermond for decision in the first instance.