Disclaimer

ARTICLE 1 DEFINITIONS AND APPLICABILITY

In these general terms and conditions of sale and delivery the following terms have the following meanings:

Engel Foreign Food B.V.

The private company with limited liability Engel Foreign Food B.V., established in Amsterdam at Dam 5R (1012 JS), with Chamber of Commerce number 33235832 and its website www.engelforeignfood.com and all affiliated companies.

A taker

The contractual counterparty with which Engel Foreign Food B.V. enters into an Agreement with regard to the delivery of goods or services by Engel Foreign Food B.V..

Parties

Engel Foreign Food B.V. and Customer jointly.

Agreement

The agreement between Engel Foreign Food B.V. and the Customer for the delivery of goods (or services) by Engel Foreign Food B.V..

General Conditions

These general terms and conditions of sale and delivery of Engel Foreign Food B.V..

Offer

All quotations, quotations, cost estimates, etc. from Engel Foreign Food B.V..

Products

Products of production processes, objects of service and merchandise.

Non-perishable products

Beverages alcoholic as well as non-alcoholic and Dry groceries and other Products that do not fall under the terms Frozen products, Daily and Chilled products or non-food products.

 

ARTICLE 2 GENERAL

  1. These General Terms and Conditions apply to all legal relationships between the Parties, in the broadest sense of the word, including any Offer from Engel Foreign Food B.V., as well as to the Agreement, insofar as the Parties have not deviated explicitly from these General Terms and Conditions in writing.

 

  1. Provisions deviating from these General Terms and Conditions are only valid if agreed in writing between the Parties and only apply to the relevant Agreement. The applicability of any purchase and / or other general terms and conditions of the Customer is explicitly rejected by Engel Foreign Food B.V..

 

  1. These General Terms and Conditions apply to all offers and all transactions that take place within the service wholesale trade between Engel Foreign Food B.V. and the Customer, even if third parties are involved in the execution thereof, and to transactions in which the Customer himself collects and collects the Products, or the Products collected by the Buyer at Engel Foreign Food B.V. are delivered to the Buyer by Engel Foreign Food B.V..

 

 

  1. The possible nullity of a provision in an Agreement between the Parties and / or these General Terms and Conditions does not affect the validity of the remaining part of the Agreement and / or these General Terms and Conditions.

 

  1. If one or more provisions of these General Terms and Conditions should be or become non-binding, the other provisions will remain in full force between the Parties. In that case, the parties undertake to replace a non-binding provision with a provision that is binding and which – in view of the purpose and scope of these general terms and conditions – deviates as little as possible from the non-binding provision.

 

  1. If there is uncertainty about the interpretation of one or more provisions of these General Terms and Conditions, an explanation must be given ‘in the spirit’ of these terms and conditions.

 

  1. If a situation arises between the Parties that is not regulated in these General Terms and Conditions or otherwise, this situation must be assessed ‘in the spirit’ of these terms and conditions.

 

  1. If Engel Foreign Food B.V. does not always require strict compliance with these General Terms and Conditions, this does not mean that the provisions thereof do not apply, nor that Engel Foreign Food B.V. would lose the right to invoke these terms and conditions in other cases.

 

  1. The Buyer does not count as a (trade) agent of Engel Foreign Food B.V., unless he has been expressly appointed as such by further written agreement between the Parties.

 

  1. It has been established between the Parties that, once an Agreement has been concluded under the applicability of these General Terms and Conditions, these General Terms and Conditions also apply in full to subsequent agreements between the same Parties, unless otherwise agreed in writing.

 

  1. In the event of a conflict between an Offer and these General Terms and Conditions, the text of the Offer will prevail.

 

ARTICLE 3 OFFER AND FORMATION OF AN AGREEMENT

  1. Any Offer from Engel Foreign Food B.V., whether made orally, in writing, by telephone, e-mail, fax or otherwise, is entirely without obligation and can be revoked, unless a term for acceptance has been set in the Offer.

 

  1. Revocation can also take place after the Customer has accepted the Offer, provided that a notification to that effect is sent to the Customer by Engel Foreign Food B.V. immediately after such acceptance.

 

  1. Engel Foreign Food B.V. cannot be held to an Offer if the Customer can reasonably understand that the Offer, or any part thereof, contains an obvious mistake or clerical error.

 

 

  1. The Agreement is concluded between the Parties by written confirmation by Engel Foreign Food B.V. of the acceptance of the Offer by the Customer.

 

  1. If the acceptance (whether or not on minor points) deviates from the Offer, Engel Foreign Food B.V. is not bound by it. In that case, the Agreement will not be concluded in accordance with this deviating acceptance, unless Engel Foreign Food B.V. states otherwise in writing.

 

  1. If the Agreement has been concluded orally, or if the acceptance of the Offer has not (yet) been confirmed in writing by Engel Foreign Food B.V. to the Customer, the Agreement will be deemed to have been concluded subject to the applicability of these General Terms and Conditions at the time that Engel Foreign Food B.V. a start has been made with the implementation of the Agreement.

 

  1. An Agreement that is established through the mediation of a representative or commercial agent of Engel Foreign Food B.V. is only binding after Engel Foreign Food B.V. has signed the agreement or confirmed its commitment to the Agreement in writing. In that case, the Agreement is deemed to have been concluded subject to the applicability of these General Terms and Conditions at the moment that Engel Foreign Food B.V. has started to implement the Agreement.

 

  1. The content of an Offer does not automatically apply to future orders.

 

ARTICLE 4 CUSTOMER ACCEPTANCE AND SANCTIONS POLICY

EFF does not trade with business entities and/or individuals if this would constitute a violation of sanctions laws and regulations. EFF uses a customer acceptance procedure for this purpose and reserves the right to withdraw quotations and/or order confirmations if a business entity/individual cannot be accepted as a customer by EFF.

EFF acts in accordance with the European legislation and regulations and other international sanctions guidelines such as the OFAC with regard to sanctions countries. EFF does not conduct transactions with countries or business entities and/or individuals in the international sanction lists, in any case as included in de EU Sanctions Map .

A contracting business entity/individual of EFF may not resell the delivered goods to a sanctions country that appears in the EU Sanctions Map. EFF assumes no responsibility whatsoever if the relevant contracting party nevertheless resells the delivered goods to a sanctioned country. Any damage suffered by EFF due to the imposition of fines or levies resulting from violations of (international) sanctions legislation by contracting parties of EFF will be fully recovered by EFF from that contracting party.

EFF reserves the right to completely withdraw an offer if it suspects that the offer/quotation is contrary to European legislation and regulations and the European sanctions policy regarding entries in the EU Sanctions Map. https://www.sanctionsmap.eu/#/main

 

 

ARTICLE 5 PRICES

  1. Quotations are always made on the basis of the prices applicable at the time of the Offer or the conclusion of the Agreement.

 

  1. Prices quoted by Engel Foreign Food B.V. are always without obligation, in the sense that they are always based on the information and delivery to the warehouse of the Buyer provided by the Buyer when applying for an Offer. Prices are only valid for the quantities offered.

 

  1. Unless explicitly stated otherwise, prices apply in euro currency, exclusive of VAT, turnover tax and any other charges and / or surcharges pertaining to the sale and delivery by or on behalf of the government. Prices are shown on the basis of minimum basic quantities used by Engel Foreign Food B.V..

 

  1. A fixed price has only been agreed between the Parties if this is explicitly stated in writing in the Offer and the confirmation of acceptance.

 

  1. If one or more cost price factors undergo an increase after the conclusion of the Agreement – even if this occurs as a result of foreseeable circumstances – Engel Foreign Food B.V. is always entitled to increase the agreed price accordingly.

 

  1. Unless explicitly stated or agreed otherwise, a price in an Offer is based on delivery to the Customer’s warehouse.

 

  1. A composite Offer does not oblige Engel Foreign Food B.V. to deliver part thereof for a corresponding part of the stated price.

 

  1. Unless otherwise determined when the Agreement is concluded, the prices and delivery conditions that are included in the computer files of Engel Foreign Food B.V. and as they apply to the relevant Customer on the day of delivery apply.

 

  1. Prices and offers of Products offered by Engel Foreign Food B.V., which are provided with a price label, are without obligation. In the event of a difference between the label price and the invoice price, the invoice price is binding.

 

ARTICLE 6 SUSPENSION, ADVANCE PAYMENT, GUARANTEE AND CANCELLATION

  1. Engel Foreign Food B.V. is entitled to suspend all or part of the performance of the Agreement if and as long as the Customer does not, not fully, properly or timely comply with any obligation arising from the Agreement.

 

  1. Engel Foreign Food B.V. is also authorized, if in its reasonable opinion the financial situation of the Customer gives reason to do so, to demand advance payment or security in the form of a bank guarantee, mortgage, pledge or surety and in anticipation of this the full or partial performance of its obligations. under the Agreement.

 

  1. Cancellation of an Agreement by the Customer can only take place with the prior written consent of Engel Foreign Food B.V.. If Engel Foreign Food B.V. agrees to cancellation, the Customer owes Engel Foreign Food B.V. compensation of at least 15% of the value of the Agreement, without prejudice to Engel Foreign Food B.V.’s right to compensation for actual costs and damage.

 

  1. If the Customer cancels an Agreement concluded with Engel Foreign Food B.V. and the Agreement relates to the purchase or sale and / or delivery of Products that are part of the standard range of Engel Foreign Food B.V., the Customer will owe Engel Foreign Food B.V. the following cancellation costs:

 

– 15% of the invoice amount involved in the Agreement (excluding VAT) for Long-life products;

 

  1. If the Customer cancels an Agreement concluded with Engel Foreign Food B.V. and the Agreement relates to the sale, purchase and / or delivery of Products that are not part of the standard range of Engel Foreign Food B.V., such as Products manufactured at the request of the Customer or by Engel Foreign Food B.V. have been ordered elsewhere for the Customer, the Customer owes Engel Foreign Food B.V. the following cancellation costs:

 

– 100% of the invoice amount involved in the Agreement (excluding VAT);

 

  1. If it is due to the Customer that purchased / ordered Products cannot be delivered, this will be considered by Engel Foreign Food B.V. as a cancellation of the Agreement.

 

ARTICLE 7. DISSOLUTION

  1. The Parties are only permitted to dissolve the Agreement – partially or completely – on the basis of the provisions in this article.

 

  1. Engel Foreign Food B.V. has the right to dissolve or cancel the Agreement concluded with the Customer – and any related Agreement – with immediate effect extra judicially by registered letter, in whole or in part if:

 

  • The Customer is in default with regard to the fulfilment of its obligations under any Agreement with Engel Foreign Food B.V.;
  • If a (provisional) moratorium or bankruptcy is applied for by or at the expense of the Customer;
  • Customer is declared bankrupt;
  • The Customer’s company is liquidated or discontinued;
  • control within the Customer’s company – whether or not by means of a share transaction – is transferred;
  • An attachment is levied against the Customer and this affects proper performance of the Agreement; then yes
  • The Customer is otherwise no longer deemed to be able to properly fulfil the obligations under the Agreement.

 

  1. If the Agreement is dissolved or cancelled by Engel Foreign Food B.V., its claim against the Customer, plus statutory (commercial) interest, damage and costs, will be immediately and fully due and payable without further notice of default.

 

  1. If force majeure on the part of Engel Foreign Food B.V. lasts longer than six (6) months, the Parties are entitled to dissolve the Agreement in writing by registered letter for the part of the Agreement that has not yet been performed. In that case, the parties are not entitled to compensation for costs or damage as a result of the dissolution.

 

ARTICLE 8. CHANGED CIRCUMSTANCES

  1. If Engel Foreign Food B.V. suspects that the Customer is no longer creditworthy for the fulfilment of its obligations under any Agreement concluded with Engel Foreign Food B.V., Engel Foreign Food B.V. is authorized to make deliveries exclusively cash on delivery or to require payment in advance.

 

ARTICLE 9. QUANTITIES, DEVIATIONS

  1. Quantities ordered by the Customer are automatically adjusted by Engel Foreign Food B.V. – with due observance of the deviations referred to in this article – to the minimum quantities / packaging units it uses.

 

  1. If the Customer has not notified Engel Foreign Food B.V. in writing within two (2) hours after receipt of a delivery that there is an objection to a delivery that deviates from an order in terms of quantity on the basis of this article, the quantity stated on the packing slip will be deemed to be the delivered correctly and completely.

 

ARTICLE 10 PERFORMANCE OF THE AGREEMENT

  1. Engel Foreign Food B.V. will execute the Agreement to the best of its knowledge and ability. The obligations arising from the Agreement for Engel Foreign Food B.V. only concern best efforts obligations.

 

  1. Engel Foreign Food B.V. has the right to have (part of) the Agreement performed by third parties.

 

  1. The Customer will ensure that all information, of which Engel Foreign Food B.V. indicates that it is necessary or of which the Customer should reasonably understand that it is necessary for the execution of the Agreement, is provided to Engel Foreign Food B.V. in a timely manner and correctly. If the information required for the performance of the Agreement is not provided to Engel Foreign Food B.V. on time, any delay in the performance of the Agreement is not attributable to Engel Foreign Food B.V.. In that case Engel Foreign Food B.V. also has the right to suspend the execution of the Agreement and / or to charge the costs resulting from the delay to the Customer according to the usual rates.

 

  1. Due to additional or deviating orders, the originally agreed term for the execution of the Agreement may be changed, without this being enforceable against Engel Foreign Food B.V. in any way.

 

 

 

ARTICLE 11 PERFORMANCE TIMES

  1. The delivery times stated by Engel Foreign Food B.V. are approximate only and are never strict deadlines, unless a specific delivery date is explicitly guaranteed in writing by Engel Foreign Food B.V..

 

  1. In the event of late delivery, Engel Foreign Food B.V. must, before being in default, be given written notice of default by the Customer and given the opportunity to fulfill its obligations within a reasonable period.

 

  1. Exceeding the stated delivery times does not entitle the Customer to full or partial dissolution of the Agreement and / or compensation, unless the Customer proves intent or deliberate recklessness on the part of Engel Foreign Food B.V..

 

  1. If delivery cannot take place within the agreed term, Engel Foreign Food B.V. is entitled to partial deliveries. In that case Engel Foreign Food B.V. is also entitled to invoice each partial delivery separately in accordance with the Agreement.

 

  1. Partly due to the fact that proper performance of the Agreement depends on unforeseen factors that cannot be influenced by Engel Foreign Food B.V., all delivery times stated by Engel Foreign Food B.V. are only indicative. No term is fatal within the meaning of article 6:83 sub a of the Dutch Civil Code, unless expressly agreed in writing.

 

ARTICLE 12 PLACE AND METHOD OF DELIVERY

  1. Unless otherwise agreed in writing, all deliveries within the Netherlands take place on the condition: “delivery ex warehouse Customer”.

 

  1. The delivery period stated by Engel Foreign Food B.V. is always an approximation and is never a strict deadline. Exceeding this term does not give the Customer the right to terminate the Agreement, unless the delivery time is exceeded to such an extent that the Customer can no longer be required to maintain the Agreement in accordance with the requirements of reasonableness and fairness.

 

  1. Each partial delivery is considered a separate delivery within the meaning of these General Terms and Conditions.

 

  1. Unless explicitly agreed otherwise, normal, customary, trade quality of Products will be delivered.

 

  1. If the Products are not purchased or are not purchased on time, the Customer will be in default without further notice of default and is obliged to compensate all damage resulting therefrom for Engel Foreign Food B.V..

 

  1. Engel Foreign Food B.V. has fulfilled its delivery obligation (s) by offering the ordered goods once or having them offered to the Customer. The report of the carrier always serves as full proof of the offer for delivery. If and insofar as there is a refusal of acceptance, the costs for the return freight, storage costs and other costs will be fully borne by the Buyer.

 

ARTICLE 13 TRANSFER OF RISK AND TRANSPORT

  1. Engel Foreign Food B.V. only determines the method of transport of orders. Transport takes place according to the delivery schedule determined by Engel Foreign Food B.V.. If the Customer wishes a different (read: more expensive) mode of transport, or if the place or time of delivery changes due to circumstances that are at the expense of the Customer, the additional costs thereof will be charged to the Customer.

 

  1. The customer is obliged to ensure that sufficient loading and unloading options are available at the delivery location, delivery can take place with the shortest possible waiting time, the loading and unloading location is easily accessible and usual means of transport can be used. Load carriers must be placed directly behind the first entrance door to the property or be able to be taken by Engel Foreign Food B.V. and/or her carrier.

 

  1. If Engel Foreign Food B.V. delivers or collects Products at the request of the Customer at a location that is further than the first entrance door to the Customer’s premises, it is not liable for deterioration, loss of quality or any other damage that occurs during that part of the loading or unload.

 

  1. The General Transport Conditions and the CMR conditions apply to the transport of orders.

 

  1. The (economic) risk on the goods to be delivered by Engel Foreign Food B.V. is transferred in full to the Customer upon actual delivery of the goods to the delivery address indicated on the packing slip, or at least upon actual delivery to the Customer’s warehouse.

 

ARTICLE 14 PACKAGING

  1. Packaging that is suitable for single use is considered to be included in the price of Engel Foreign Food B.V. Products. A separate deposit will not be charged to the Customer for such packaging, unless Engel Foreign Food B.V. is obliged to do so by the government or explicitly stated on the invoice.

 

  1. If delivery takes place on ‘euro pallets’ or on pallets that are part of a pallet pool, Engel Foreign Food B.V. will charge these pallets as packaging to the Buyer, unless an equal number of identical, undamaged pallets are returned on delivery.

 

  1. If Engel Foreign Food B.V. is obliged by the Buyer or by the government to take along with the delivery of Products, (re) packaging, residual material, etc., the associated costs, including costs for destruction on site, will be entirely at the expense of the Buyer.

 

  1. Packaging such as roll containers, crates, boxes, pallets and the like, insofar as not intended for single use, remains the property of Engel Foreign Food B.V., even if no deposit is charged to the Customer for this. The risk of damage or loss of packaging rests with the Customer until it has been returned to Engel Foreign Food B.V. in good order.

 

  1. The customer is obliged to return empty packaging to Engel Foreign Food B.V. as soon as possible, unless explicitly agreed otherwise. Engel Foreign Food B.V. is only obliged to take packaging with you if it is in good condition, is clean, contains no waste and residual material and – insofar as the packaging concerns roll containers – has been delivered by Engel Foreign Food B.V. to the Customer at an earlier time.

 

  1. Empty goods to be returned by the Customer must be sorted in the corresponding crates and boxes. When unsorted crates and boxes are returned, the Customer will be charged a sorting fee.

 

  1. Packaging will be taken back at the deposit amount charged by Engel Foreign Food B.V. to the Customer. The relevant invoice will be credited after the packaging material has been returned to the warehouse of Engel Foreign Food B.V..

 

ARTICLE 15 RETENTION OF OWNERSHIP, STORAGE AND INSURANCE

  1. Ownership of goods to be delivered by Engel Foreign Food B.V. pursuant to the Agreement will only pass to the Customer after the Customer has fully complied with all its (payment) obligations, for whatever reason, towards Engel Foreign Food B.V..

 

  1. Despite Engel Foreign Food B.V.’s retention of title, the goods delivered are held by the Buyer at its own expense and risk.

 

  1. The customer is obliged to store the goods, the property of which still rests with Engel Foreign Food B.V., clearly separated from other goods, in a proper and safe manner, with a clear indication of the name of Engel Foreign Food B.V., or at least to provide Engel Foreign Food B.V. with reliable and safe storage options. set.

 

  1. The customer is obliged to properly insure the said properties also for the benefit of Engel Foreign Food B.V. and to keep them insured against fire, explosion and other damage as well as against theft and to make the policy of these insurance policies available for inspection at the first request of Engel Foreign Food B.V.. In case of any payment of the insurance, Engel Foreign Food B.V. is entitled to the tokens.

 

  1. The Purchaser may not dispose of items of which the ownership still rests with Engel Foreign Food B.V. other than as befits the normal exercise of its profession or business. As long as ownership of the goods delivered by Engel Foreign Food B.V. has not yet passed to the Customer by virtue of this article, the Customer is not entitled to treat or process these goods.

 

  1. Goods of which the property still rests with Engel Foreign Food B.V., the Customer may not use (or have them used) for providing any form of security.

 

  1. As long as the above obligations have not been fulfilled, the Customer is not entitled to dispose of the goods subject to retention of title nor to establish a (non-possessory) pledge on them. If the Customer nevertheless puts such goods under the control of a third party, the Customer is obliged to reserve the ownership of these goods.

 

  1. If the Customer does not fully comply with any (payment) obligation, for whatever reason, towards Engel Foreign Food B.V., Engel Foreign Food B.V. is entitled to take back (or have taken back) the goods still in its ownership without any obligation to pay any compensation. The Buyer is obliged to provide all desired cooperation to this on first request, on pain of an immediately payable fine of € 1,000 per day, or part thereof, on which the Buyer does not or insufficiently cooperates. All costs of taking back within the meaning of this article are at the expense of the Customer. The Purchaser grants Engel Foreign Food B.V. an irrevocable authorization in advance by means of these terms and conditions to enter or have entered all areas in use for or by the Purchaser in implementation of this article.

 

ARTICLE 16. OBLIGATION OF INFORMATION OF THE CUSTOMER

  1. If the Customer foresees or should reasonably foresee that he will fail to comply with one or more obligations under this Agreement, he is obliged to immediately notify Engel Foreign Food B.V. of this in writing, stating the reasons and the probable duration.

 

  1. The Customer must always actively – solicited and unsolicited – provide Engel Foreign Food B.V. with all information that is important to Engel Foreign Food B.V. in the context of the Agreement.

 

  1. If the Customer does not, not timely or not fully comply with what is stated in this article, the Customer will not be able to invoke force majeure with regard to his obligations under the Agreement towards Engel Foreign Food B.V..

 

ARTICLE 17 COMPLAINTS, RETURNS OF GOODS, LIMITATION PERIOD

  1. The customer must check the delivered goods immediately after delivery or have them checked for any deviations from what has been agreed. Visible damage or defects that can already be detected at one of the Engel Foreign Food B.V. sales areas (including shortages) must be reported by the Customer immediately. If the Customer opens, breaks or damages packaging or Products before they have been paid, the Customer undertakes to purchase and pay for the relevant Products.

 

  1. Upon delivery of the Products to the location specified by the Customer, visible damage, defects or shortages must be made known to Engel Foreign Food B.V. in writing by the Customer on the packing slip, consignment note or otherwise, failing which the packing slip will serve as full proof. that the Customer has received the Products on delivery in a sound and undamaged condition.

 

  1. Complaints about deficiencies or defects that cannot be detected immediately with regard to the delivered goods must be reported by the Buyer to Engel Foreign Food B.V. immediately, but no later than forty-eight (48) hours after delivery. After the expiry of the aforementioned term, the delivered goods are deemed to have been irrevocably and unconditionally accepted by the Customer.

 

  1. Any right of action of the Customer on Engel Foreign Food B.V. that relates to – or is related to – errors in the delivery or defects in or to Products delivered by Engel Foreign Food B.V., will expire irrevocably as soon as the aforementioned term has expired, as well as in the situation in which the Customer has Engel Foreign Food B.V. provides insufficient cooperation with regard to an investigation into the validity of the complaints. The Products to which complaints relate must remain available for possible inspection by Engel Foreign Food B.V. in the condition in which the Products were at the time the defects were discovered.

 

  1. The right to complain lapses after the Customer has taken the delivered goods into use, has adapted or processed, or has had them taken into use, processed or processed, or passed on to third parties, unless Engel Foreign Food B.V. has explicitly given written permission for this or the delivery concerns durable consumables to which a manufacturer’s warranty applies.

 

  1. If a complaint is well-founded and the aforementioned procedures for making notifications have also been complied with, Engel Foreign Food B.V. will repair the defect at its own discretion, deliver a replacement product or – if the purchase price for the product in question has already been invoiced – the credit the corresponding amount to the valid complaint. Engel Foreign Food B.V. will never be obliged to compensate the Customer for any damage in this regard. The liability of Engel Foreign Food B.V. is limited to the value of the delivered Products about which a complaint has been made.

 

  1. Complaints and complaints do not entitle the Customer to suspend payment of any invoice. The complaint period on invoices sent by Engel Foreign Food B.V. is a maximum of 5 days after sending. If an invoice is not protested on time, it will be deemed to correctly represent the underlying transaction (s) with Engel Foreign Food B.V. and to have been approved by the Customer.

 

  1. Every complaint from the Customer must contain a description of the defect that is as detailed as possible, so that Engel Foreign Food B.V. is able to respond adequately.
  2. The customer must give Engel Foreign Food B.V. the opportunity to investigate a complaint or have it investigated. If it is established that a complaint is unfounded, the costs incurred by Engel Foreign Food B.V. as a result, including the investigation costs, will be fully borne by the Customer.

 

  1. Engel Foreign Food B.V. does not guarantee defects that are the result of errors or incorrect or incomplete information from the Customer.

 

  1. The customer must keep defective goods at the disposal of Engel Foreign Food B.V.. Submitting a complaint does not suspend the Customer’s payment obligation with regard to the disputed goods.

 

  1. Complaints are only valid insofar as the packaging of the goods is still in original and undamaged condition. If the goods are visibly externally damaged upon arrival, the Customer must make a written reservation to the carrier with regard to these goods and notify Engel Foreign Food B.V. of this within twenty-four (24) hours after receipt of the goods.

 

  1. Defective items can only be returned after prior consultation with Engel Foreign Food B.V. has taken place.

 

  1. If goods have been processed by the Customer, complaints are no longer permitted, even if they are submitted on time. In such cases, Engel Foreign Food B.V. is not obliged towards the Customer to make any compensation for costs or damage of any kind.

 

  1. Oral complaints and complaints submitted after the expiry of the term (s) referred to in this article will not be accepted by Engel Foreign Food B.V..

 

  1. If goods, which have been delivered under a manufacturer’s or importer’s guarantee, are returned for the assessment of the guarantee by the manufacturer or importer concerned, costs that may arise for Engel Foreign Food B.V. may be charged to the Customer.

 

  1. Under conditions to be set by Engel Foreign Food B.V., goods already delivered can be taken back with crediting of the invoice sent, provided the goods are still in their original condition and packaging and still belong to Engel Foreign Food B.V.’s current range. Delivered goods will be returned no later than thirty (30) days after the delivery date.

 

  1. Submitting complaints does not relieve the Customer of payment in accordance with the invoice.

 

  1. The limitation period for all claims against Engel Foreign Food B.V. is two years after delivery.

 

ARTICLE 18 PAYMENT AND COLLECTION COSTS

  1. Invoicing of delivered Products and services is done exclusively by name and customer number. Payment of the final amounts of the sales invoices of Engel Foreign Food B.V. must be made in cash or by issuing an authorization for direct debit. The Buyer is not entitled to any discount or compensation, unless this has been confirmed to the Buyer in writing by Engel Foreign Food B.V..

 

  1. Engel Foreign Food is entitled to a down payment of the invoice amount should this be necessary at Engel Foreign Food’s own discretion.

 

  1. Unless agreed otherwise, or explicitly stated otherwise on the invoice, in the Netherlands all deliveries from Engel Foreign Food B.V. will take place on the condition ‘Delivered Duty Paid (DDP)’ or in the case of export goods ‘free delivery address’. However, Engel Foreign Food B.V. is entitled to charge freight and transport costs for orders under to € 250,- (excl. VAT). The latter is expressly contrary the previous paragraph whereby this cost surcharge will also be calculated by Engel Foreign Food B.V. to an accordingly applicable rate at the time of delivery.

 

  1. Payment should be made within 14 days after the invoice date in the currency stated on the invoice according to the invoice unless expressly agreed upon otherwise in writing and/or electronically by Engel Foreign Food B.V..

 

  1. The term referred to in paragraph 4 of this article is a strict deadline. If no full payment has been made within that period or if a (extra) judicial suspension of payments, bankruptcy or a debt rescheduling scheme has been applied for or pronounced in respect of the Customer, the Customer will be deemed to be in default. From that moment on, the claim against the Customer is fully due and payable – without further notice of default or demand.

 

  1. In the case referred to in paragraph 4 of this article, the Customer also owes statutory commercial interest on the outstanding amount due, whereby part of a month is considered a full month. In that case, the Customer will also owe a contractual penalty interest of 1.5% of the outstanding principal amount per month on the outstanding claim due.

 

  1. The aforementioned payment method can only be deviated from if and insofar as Engel Foreign Food B.V. has explicitly notified the Customer of a deviating payment method in writing. In those cases, all payments must be made within the specified payment term, calculated from the invoice date.

 

  1. The payment term made known to the Customer can be regarded as a strict deadline. In case of payment by bank, either by bank transfer or by direct debit, the day of crediting to the account of Engel Foreign Food B.V. applies as the day of payment.

 

  1. All costs related to the collection of amounts owed, including extrajudicial (collection) costs, are for the account of the Customer. The extrajudicial costs are set at least 15% of the principal of the amounts due, in accordance to the then applicable code of law, with a minimum of € 50.00 and without prejudice to the right of Engel Foreign Food B.V. to charge further reasonable costs to the Customer.

 

  1. Engel Foreign Food B.V. has the right to have the payments made by the Customer deduct from outstanding costs, (trade) interest or principal sum, at the discretion of Engel Foreign Food B.V..

 

  1. The Buyer is never entitled to set off amounts owed by him to Engel Foreign Food B.V. against any counterclaim, for whatever reason, that the Buyer may have against Engel Foreign Food B.V.. This also applies if a suspension of payments and / or bankruptcy or a debt rescheduling scheme has been applied for or pronounced in respect of the Customer.

 

  1. The Customer is not entitled to suspend its (payment) obligations under the Agreement.

 

  1. If the Customer is in default with regard to late payment with regard to its obligations, all reasonable costs arising from this for Engel Foreign Food B.V. to obtain payment out of court will be borne by the Customer, without prejudice to the right of Engel Foreign Food B.V. to full compensation.

 

  1. At the first request of Engel Foreign Food B.V., the Customer is obliged to provide proper security for compliance with its payment obligations.

 

ARTICLE 19 COMPENSATION, SET-OFF

1 Engel Foreign Food B.V. is entitled:

  • To set off debts to the Customer against claims on the Customer; and
  • To set off debts to the Customer against claims it has on companies affiliated to the Customer and / or companies affiliated to the shareholder / management of the Customer.

 

  1. Engel Foreign Food B.V. is also entitled to set off debts to the Buyer against claims of other affiliated companies, as well as claims against the Buyer of Engel Foreign Food B.V. itself. This right of set-off applies to Engel Foreign Food B.V. towards:
  • Customer; and / or
  • Companies affiliated to the Customer; and / or
  • To the shareholder / management of the Buyer and affiliated companies.

 

  1. Engel Foreign Food B.V. is further entitled to set off its claims against the Customer against debts of other companies affiliated with Engel Foreign Food B.V. or Engel Foreign Food B.V. itself to:
  • Customer; and / or
  • Companies affiliated to the Customer; and / or
  • Companies affiliated with the shareholder / management of the Customer.

 

ARTICLE 20 FORCE MAJEURE

  1. Force majeure is understood to mean, in addition to what is understood in legislation and jurisprudence, all external causes, foreseen or unforeseen (including natural disasters, interruptions of operations, acts of terror etcetera) on which Engel Foreign Food B.V. has no influence and as a result of which it is unable to fulfil its obligations under the Agreement. Force majeure releases Engel Foreign Food B.V. from its contractual obligations as long as the force majeure continues, including force majeure on the part of the supplier of Engel Foreign Food B.V. and / or strikes.
  2. During the period that Engel Foreign Food B.V. cannot perform the Agreement due to force majeure, it is entitled to suspend its obligations under the Agreement for a period equal to that of the continuation of the force majeure, or other circumstances of such a nature.

 

  1. If the force majeure situation on the part of Engel Foreign Food B.V. lasts longer than a week for the delivery of Long-life products, or lasts longer than 24 hours for the delivery of Daily and Chilled Products, the Customer has the right to make the deliveries during the force majeure period. should have taken place to cancel free of charge. In that case, the customer is not entitled to compensation for any damage suffered.

 

  1. If the period of force majeure lasts longer than two months, each of the Parties is entitled to cancel the Agreement free of charge against full payment to Engel Foreign Food B.V. by the Buyer of the goods already delivered.

 

ARTICLE 21 LIABILITY AND INDEMNITY

  1. If Engel Foreign Food B.V. should be liable to the Customer for damage suffered by the Customer, this liability is limited to what is regulated in these provisions.

 

  1. Engel Foreign Food B.V., its employees or third parties engaged by it, are not liable for any damage on the part of the Customer with regard to any obligation to deliver, the delivery of goods, the goods delivered themselves or the use thereof, properties or quality of the goods sold and / or delivered. , or any work, services or advice provided by Engel Foreign Food B.V. or on its behalf, including damage as a result of the non-proper fulfilment of a repair or redelivery obligation.

 

  1. Engel Foreign Food B.V. is not liable for damage suffered by the Customer, unless it is seriously blamed for this. Engel Foreign Food B.V. can only be blamed for serious reproach if the Customer proves intent or deliberate recklessness on the part of Engel Foreign Food B.V..

 

  1. During the (internal) transport and storage of Products delivered by Engel Foreign Food B.V., the Customer must act in accordance with the applicable laws and regulations, including the HACCP standards and the storage regulations, failing which no liability can be accepted for (damage as a result of) defects in Products.

 

  1. If, in its opinion, Engel Foreign Food B.V. is obliged to take measures or to cooperate in recall actions initiated by manufacturers to prevent (further) damage as a result of claims by consumers on the basis of a lack of Products supplied, the Customer undertakes to comply with such measures. to cooperate with measures and, if necessary or desirable, to join the liability claim of the producer by Engel Foreign Food B.V..

 

  1. Insofar as the Products delivered by Engel Foreign Food B.V. have an expiry date (best before code), Engel Foreign Food B.V. no longer accepts any liability for consumption or use of these Products after the expiry date. The Customer must guarantee that Products with a best-before date are no longer processed or sold after the expiry thereof. The Customer expressly indemnifies Engel Foreign Food B.V. in this respect against all claims from third parties on account of damage resulting from the consumption or use of Products delivered by Engel Foreign Food B.V., if these have been treated or processed by the Customer after the expiry date, or consumed or sold.

 

  1. Engel Foreign Food B.V. is not liable for damage, of whatever nature, caused by Engel Foreign Food B.V. based on incorrect and / or incomplete information provided by or on behalf of the Customer.

 

  1. If Engel Foreign Food B.V. should be liable to the Customer for damage suffered, then the liability of Engel Foreign Food B.V. is at all times limited to the amount that is paid out by its insurer in this respect.

 

  1. In the absence of coverage of liability under an insurance policy, the liability of Engel Foreign Food B.V. is limited to a maximum of the costs for replacement of the sold and / or delivered goods and / or repossession of the sold and / or delivered goods and credit to the amount for the sold and / or delivered goods. / or invoiced amount delivered.

 

  1. Any liability of Engel Foreign Food B.V. only pertains to direct damage suffered by the Customer. Liability for consequential damage is excluded. Direct damage is understood to mean: the reasonable costs incurred to have Engel Foreign Food B.V.’s defective performance comply with the Agreement. This also includes reasonable costs for determining liability and the extent of the damage as well as reasonable costs for preventing or limiting damage, the latter insofar as the Customer demonstrates that these costs actually led to a limitation of direct damage suffered as referred to in these general terms and conditions. . Consequential damage includes: lost profit, lost savings, damage due to business interruption, personal damage, transport costs and travel and accommodation costs.

 

  1. The Customer indemnifies Engel Foreign Food B.V. against all claims from third parties in connection with goods delivered by Engel Foreign Food B.V. to the Customer or services provided for the Customer, except insofar as this damage is for the account of Engel Foreign Food B.V. in relation to the Customer pursuant to these general terms and conditions.

 

  1. Under penalty of forfeiture of its right to compensation, the Customer must inform Engel Foreign Food B.V. in writing within fourteen (14) calendar days after it has discovered the existence of the damage for which Engel Foreign Food B.V. may be liable, with a statement of the cause as accurately as possible. , nature and extent of the damage. In any case, the right of the Customer to compensation expires by operation of law after two (2) months after the time at which the delivery of the goods (or services) should have taken place or has taken place under the agreement.

 

  1. The goods delivered by Engel Foreign Food B.V. meet the agreed quality standards. However, Engel Foreign Food B.V. does not guarantee, and is never deemed to have guaranteed or to vouch for, that the goods delivered are suitable for the purpose for which the Customer or the customers of the Customer wish to process, process, or use or have used the goods. used. The customer indemnifies Engel Foreign Food B.V. against liabilities towards its possible customer(s).

 

ARTICLE 22 INTELLECTUAL PROPERTY

  1. Engel Foreign Food B.V. reserves all rights with regards to the product it supplies in the field of intellectual property. A customer is not permitted to change delivered products in whole or in part to provide them with a different brand name or any other type of packaging, or to use the relevant brand in a different way or to register (or to have registered) in its own name.

 

ARTICLE 23 INFLUENCE OF PROVISIONS

  1. In the event that it is established in law that any provision of the present General Terms and Conditions is or will become wholly or partially non-binding, this will not affect the other terms and conditions.

 

 

 

ARTICLE 24 TRANSFER AND WAIVER OF RIGHTS

  1. Engel Foreign Food B.V. is authorized to transfer its rights under the Agreement (s) in whole or in part to third parties.

 

  1. Any claim against Engel Foreign Food B.V. lapses if Engel Foreign Food B.V. is not legally involved within six (6) months of receipt of the claim relating to that claim.

 

ARTICLE 25 AMENDMENT OF GENERAL TERMS AND CONDITIONS

  1. Engel Foreign Food B.V. reserves the right to unilaterally amend these General Terms and Conditions at any time. Changes will be notified to the Customer in writing, including by e-mail, and will take effect one month after the date of the announcement, unless stated otherwise in the announcement.

 

  1. If the Buyer does not object to these change (s) within one month of the date of the announcement of the change (s), the Buyer will be deemed to have accepted the change (s).

 

ARTICLE 26 INDEMNIFICATION AND ASSISTANCE BY THE CUSTOMER

  1. The Customer indemnifies Engel Foreign Food B.V. against any claims from third parties who suffer damage in connection with the performance of the Agreement without this being attributable to Engel Foreign Food B.V..

 

  1. If Engel Foreign Food B.V. should be addressed by third parties, the Customer is obliged to assist Engel Foreign Food B.V. both in law and outside, as much as reasonably possible, and to offer support without requiring any compensation from Engel Foreign Food B.V.. The customer is also obliged to pay Engel Foreign Food B.V. a reasonable compensation for costs, including costs of legal assistance, that Engel Foreign Food B.V. incurs as a result of the fact that it is addressed by third parties without this being attributable to it.

 

ARTICLE 27 APPLICABLE LAW, DISPUTES AND COMPETENT COURT

  1. All legal relationships between the Parties, including the formation and content of the Agreement, are exclusively governed by Dutch law, even if an obligation is fully or partially implemented abroad or if the Customer is domiciled abroad. The applicability of the Vienna Sales Convention is excluded.

 

  1. If a dispute arises between Engel Foreign Food B.V. and the Customer about the formation, interpretation, implementation or non-performance, incorrect or late performance of an Agreement or other legal relationship concluded between the parties, or if one of the parties believes that such a dispute exists. parties are obliged to try to reach an agreement by negotiation before submitting the dispute to a civil court.

 

  1. The Amsterdam District Court has exclusive jurisdiction to hear disputes arising from Agreement (s) concluded with Engel Foreign Food B.V., unless the Subdistrict Court has jurisdiction. Engel Foreign Food B.V. also has the right to submit a dispute for decision to the competent court in the Customer’s place of business.

 

 

 

ARTICLE 28 LOCATION CONDITIONS

These General Terms and Conditions have been established on 11 May 2021 and have been filed with the Amsterdam District Court.

 

The most recently filed version or the version that applied at the time of the conclusion of the Agreement with Engel Foreign Food B.V. always applies.

 

ARTICLE 29 FINAL PROVISIONS

  1. Applicable to the mutual legal relationship (s) between the Parties is always that version of the general terms and conditions of Engel Foreign Food B.V., which was most recently declared applicable to it and made available to the Customer.

 

  1. The Dutch text of these general terms and conditions is always decisive for the interpretation thereof.

 

  1. Inscriptions above the articles in these general terms and conditions are only intended to increase readability and are not a means or indication of interpretation.

 

  1. At the Buyer’s first request, Engel Foreign Food B.V. will send a copy of the general terms and conditions declared applicable to the mutual legal relationship (s) between the Parties free of charge.