GENERAL TERMS AND CONDITIONS
BT Ice creams
Last updated: 18 May 2026
1. Definitions
1.1. BT Ice creams: BT Ice creams, established in Den Haag, the Netherlands, Chamber of Commerce number 08175666.
1.2. Customer: the natural person, legal entity or business that submits an order request, quotation request, purchase order, production request, delivery request, sample request, collaboration request or other request to BT Ice creams, or with whom BT Ice creams enters into an agreement.
1.3. Consumer: a customer who is a natural person acting for purposes outside their trade, business, craft or profession.
1.4. Business Customer: a customer acting in the exercise of a trade, business, craft or profession.
1.5. Parties: BT Ice creams and the Customer together.
1.6. Agreement: any agreement between BT Ice creams and the Customer that has been expressly accepted by BT Ice creams in writing or electronically.
1.7. Order: a specific order accepted by BT Ice creams in writing or electronically, including the specific product, quantity, price, delivery moment and delivery location confirmed by BT Ice creams.
1.8. Order Request: any order, purchase order, repeat order, new batch request, new flavour request, production request, delivery request, sample request, reservation request, forecast, planning request, private label request, white label request or other request submitted by the Customer before acceptance by BT Ice creams.
1.9. Written or in writing: communication by signed document, letter, email, electronic message or other written/electronic communication that can be stored and reproduced.
2. Applicability
2.1. These general terms and conditions apply to all quotations, offers, price lists, product information, samples, activities, order requests, orders, agreements, collaborations, services, production work, deliveries and other acts by or on behalf of BT Ice creams.
2.2. These general terms and conditions also apply to all future order requests, orders, repeat orders, deliveries, services and collaborations between BT Ice creams and the Customer, unless BT Ice creams expressly agrees otherwise in writing.
2.3. Parties may deviate from these general terms and conditions only if they have expressly agreed this in writing.
2.4. If a written agreement between BT Ice creams and the Customer conflicts with these general terms and conditions, the written agreement prevails only for the specific subject matter and specific order covered by that written agreement.
2.5. BT Ice creams expressly rejects the applicability of any general terms and conditions, purchase conditions, procurement conditions or other conditions of the Customer or of third parties, unless BT Ice creams expressly accepts those conditions in writing.
2.6. If any provision of these general terms and conditions is invalid, void or unenforceable, the remaining provisions remain fully valid and enforceable.
3. Order requests, acceptance and right to refuse new orders
3.1. Any order, purchase order, repeat order, new batch request, new flavour request, production request, delivery request, sample request, reservation request, forecast, planning request, private label request, white label request or collaboration request submitted by the Customer is considered only a request or offer by the Customer to enter into an agreement with BT Ice creams.
3.2. BT Ice creams is never obliged to accept any new order, repeat order, new batch, new flavour, production request, delivery request, sample request, reservation of production capacity, private label request, white label request or continuation of a collaboration, unless BT Ice creams expressly accepts that specific order or obligation in writing or electronically.
3.3. An agreement is concluded only when BT Ice creams expressly confirms in writing or electronically that the specific order has been accepted.
3.4. A receipt confirmation, automatic email, payment request, invoice, quotation request, discussion, negotiation, sample delivery, planning proposal, forecast, product development work, delivery estimate, availability statement or other communication does not count as acceptance of an order unless BT Ice creams expressly states that the specific order is accepted.
3.5. Previous quotations, previous accepted orders, previous deliveries, samples, product development, discussions, planning, forecasts, price lists, payment history, customer relationship, course of dealing, earlier collaboration or earlier acceptance of any order do not create any obligation for BT Ice creams to accept any future order, repeat order, new batch, new flavour, production request, delivery request, sample request or continuation of a collaboration.
3.6. Acceptance of one order applies only to that specific order, including the specific product, quantity, price, delivery moment and delivery location confirmed by BT Ice creams. Acceptance of one order does not create any right for the Customer to future deliveries, equal treatment of future orders, reserved capacity, repeated supply, exclusivity, continuation of collaboration or acceptance of any future order.
3.7. Each repeat order, new batch, new flavour, production run, delivery period, purchase order, forecast, planning request or collaboration request is treated as a separate and new request, unless BT Ice creams expressly agrees otherwise in a separate written agreement signed by BT Ice creams.
3.8. No framework agreement, continuing supply agreement, subscription, exclusivity arrangement, minimum supply obligation, capacity reservation, requirements contract, long-term collaboration or obligation to continue supplying the Customer exists unless this has been expressly agreed in a separate written agreement signed by BT Ice creams and clearly identified as such.
3.9. BT Ice creams may refuse, limit, postpone or not accept any new or repeat order before acceptance, including for reasons relating to production capacity, availability of stock, availability of ingredients, availability of packaging, minimum order quantities, technical feasibility, food safety, quality control, legal or regulatory compliance, payment history, credit risk, incomplete information, delivery limitations, reputational risk, business priorities or any other legitimate business reason.
3.10. BT Ice creams is not required to give reasons for refusing a new or repeat order, unless mandatory law requires otherwise. BT Ice creams will not refuse orders on unlawful discriminatory grounds.
3.11. Payment by the Customer before written or electronic acceptance by BT Ice creams does not by itself create an agreement. If BT Ice creams does not accept the order, BT Ice creams will refund the amount paid for the non-accepted order within a reasonable period.
3.12. Forecasts, expected volumes, launch plans, estimated order quantities and production estimates are always non-binding unless BT Ice creams expressly confirms in writing that they are binding.
4. Offers and quotations
4.1. All offers, quotations, price lists, product information, samples, availability statements and delivery estimates from BT Ice creams are non-binding, unless BT Ice creams expressly states in writing that they are binding.
4.2. A quotation or offer is valid for a maximum period of 1 month from its date, unless another validity period is stated in the quotation or offer.
4.3. If the Customer does not accept an offer or quotation within the applicable validity period, the offer or quotation lapses automatically.
4.4. A quotation applies only to the specific order, quantity, product, delivery moment and Customer stated in the quotation.
4.5. Quotations, offers, price lists and product information do not apply to repeat orders, changed orders, future batches, future delivery periods, future collaborations or future production runs unless BT Ice creams expressly confirms this in writing.
4.6. BT Ice creams may withdraw or amend a non-binding offer or quotation at any time before acceptance.
4.7. Upon acceptance by the Customer of a non-binding offer or quotation, BT Ice creams reserves the right to withdraw or amend the offer or quotation within 3 days after receipt of the Customer’s acceptance, without being liable for damages.
4.8. Products, flavours, packaging, ingredients, prices, production slots and delivery dates are always subject to availability, production capacity, technical feasibility, food safety requirements and final written or electronic acceptance by BT Ice creams.
5. Prices
5.1. For Business Customers, all prices are in euros and exclusive of VAT, shipping costs, transport costs, administration costs, levies, import/export costs and other additional costs, unless expressly stated otherwise.
5.2. For Consumers, prices will be shown including VAT where required by law. Any additional costs, such as delivery, transport, service or administration costs, will be stated before the order is placed.
5.3. BT Ice creams may change prices for future order requests at any time.
5.4. Price changes do not apply to orders already accepted by BT Ice creams, unless the parties have agreed otherwise in writing or mandatory law allows this.
5.5. If the parties agree on a target price for a service or production work, this is an estimate only, unless the parties have expressly agreed in writing on a fixed price.
5.6. BT Ice creams may exceed a target price by up to 10%.
5.7. If the target price will be exceeded by more than 10%, BT Ice creams will inform the Customer in due time why the higher price is justified.
5.8. If the target price is exceeded by more than 10%, the Customer may cancel only the part of the order or service that exceeds the target price by more than 10%, unless the parties have agreed otherwise in writing.
5.9. BT Ice creams may adjust prices annually.
5.10. For continuing agreements with Consumers, BT Ice creams will communicate price adjustments before they become effective. If mandatory law gives the Consumer the right to terminate because of a price increase, BT Ice creams will respect that right.
6. Payment and payment term
6.1. BT Ice creams may require a down payment, advance payment or security before accepting an order or starting delivery, production, development work or other services.
6.2. Unless the parties agree otherwise in writing or the invoice states a different payment term, the Customer must pay invoices from BT Ice creams within 14 days after the invoice date.
6.3. Payment must be made without deduction, set-off or suspension, unless mandatory law provides otherwise.
6.4. BT Ice creams may make acceptance, production, delivery or performance conditional upon immediate payment, advance payment or adequate security.
6.5. BT Ice creams may suspend production, delivery, development work, services and other obligations until all due amounts have been paid or adequate security has been provided.
6.6. If the Customer disputes an invoice, the Customer must notify BT Ice creams in writing within 7 days after the invoice date, stating the reasons for the dispute. Disputing part of an invoice does not suspend the payment obligation for the undisputed part.
7. Consequences of late payment
7.1. If the Customer does not pay within the agreed payment term, the Customer is in default after the payment term has expired, unless mandatory law requires a prior reminder or notice.
7.2. In case of late payment by a Business Customer, BT Ice creams may charge statutory commercial interest and statutory or reasonable collection costs in accordance with applicable law.
7.3. In case of late payment by a Consumer, BT Ice creams will first send any legally required payment reminder before charging collection costs. BT Ice creams may then charge statutory interest and collection costs in accordance with applicable law.
7.4. If the Customer is in default, all reasonable judicial and extrajudicial collection costs are payable by the Customer, insofar as permitted by applicable law.
7.5. If the Customer does not pay on time, BT Ice creams may suspend all obligations, including production, delivery, development work, acceptance of new orders and continuation of collaboration, until the Customer has fulfilled all payment obligations.
7.6. In case of liquidation, bankruptcy, suspension of payment, debt restructuring, attachment, insolvency or similar circumstances affecting the Customer, all claims of BT Ice creams against the Customer become immediately due and payable.
7.7. If the Customer refuses to cooperate with the performance of an agreement by BT Ice creams, the Customer remains obliged to pay the agreed price and any additional costs incurred by BT Ice creams.
8. Right of recovery, retention and suspension
8.1. As soon as the Customer is in default, BT Ice creams may invoke any statutory right of recovery with regard to unpaid products delivered to the Customer, insofar as permitted by law.
8.2. BT Ice creams invokes the right of recovery by written or electronic notice.
8.3. After receiving such notice, the Customer must immediately return the relevant products to BT Ice creams, unless the parties agree otherwise in writing.
8.4. The costs of collection, transport and return of the products are for the account of the Customer, insofar as permitted by law.
8.5. BT Ice creams may retain products, documents, materials or other items of the Customer that BT Ice creams holds until the Customer has paid all outstanding amounts due to BT Ice creams, insofar as permitted by law.
8.6. The Customer may not suspend payment or performance of its obligations because of a complaint, claim or alleged counterclaim, unless mandatory law provides otherwise.
9. Set-off
9.1. The Customer may not set off any debt to BT Ice creams against any claim on BT Ice creams, unless BT Ice creams has expressly agreed this in writing or mandatory law provides otherwise.
10. Retention of title
10.1. All products delivered by BT Ice creams remain the property of BT Ice creams until the Customer has fully paid all amounts due to BT Ice creams under any agreement, including invoices, interest, costs, damages and claims due to breach of contract.
10.2. Until ownership has transferred to the Customer, the Customer may not pledge, sell, transfer, dispose of, process, mix, encumber or otherwise deal with the products in a way that affects BT Ice creams’ ownership, unless BT Ice creams has given prior written consent.
10.3. The Customer must store products delivered under retention of title carefully and separately, and must identify them as property of BT Ice creams where reasonably possible.
10.4. If BT Ice creams invokes its retention of title, the Customer must cooperate fully with the return or collection of the products.
10.5. If BT Ice creams invokes its retention of title, BT Ice creams may dissolve the agreement in whole or in part and may claim damages, lost profit, interest and costs.
11. Delivery
11.1. Delivery takes place only after BT Ice creams has accepted the order in writing or electronically.
11.2. Delivery takes place while stocks last and subject to availability of ingredients, packaging, production capacity, technical feasibility, food safety requirements and timely payment by the Customer.
11.3. Delivery takes place at BT Ice creams, unless the parties have agreed otherwise in writing.
11.4. If delivery to an address has been agreed, delivery takes place at the delivery address stated by the Customer and accepted by BT Ice creams.
11.5. The Customer is responsible for providing complete and correct delivery information.
11.6. If the agreed price is not paid on time, BT Ice creams may suspend delivery until the agreed price and any other due amounts have been fully paid.
11.7. In case of late payment, the Customer cannot object to late delivery caused by the Customer’s late payment.
11.8. BT Ice creams may deliver orders in parts, unless the parties have agreed otherwise in writing.
11.9. If BT Ice creams cannot deliver an accepted order due to unavailable stock, unavailable ingredients, unavailable packaging, production problems, quality concerns, food safety concerns, transport limitations, force majeure or another circumstance outside its reasonable control, BT Ice creams may offer an alternative delivery date, alternative product, partial delivery or refund for the undelivered part.
11.10. BT Ice creams is not liable for delay or non-delivery of an order that has not yet been accepted.
12. Delivery period
12.1. Delivery periods stated by BT Ice creams are indicative only, unless BT Ice creams expressly confirms a fixed delivery date in writing.
12.2. A delivery period starts only after all of the following have occurred:
a. BT Ice creams has accepted the order in writing or electronically;
b. the Customer has provided all required information;
c. the Customer has paid any required advance payment or provided any required security; and
d. all other conditions for production or delivery have been fulfilled.
12.3. Exceeding an indicative delivery period does not entitle the Customer to damages, cancellation or dissolution, unless mandatory law provides otherwise.
12.4. If a fixed delivery date has been expressly agreed in writing and BT Ice creams does not deliver on time, the Customer must first give BT Ice creams a reasonable written period to perform, unless mandatory law provides otherwise.
13. Actual delivery and acceptance of products
13.1. The Customer must ensure that actual delivery can take place on time.
13.2. The Customer must ensure that someone is present to receive the products at the agreed delivery time and location, unless the parties agree otherwise in writing.
13.3. If delivery cannot take place due to circumstances attributable to the Customer, including absence, incorrect address information, refusal to accept delivery or lack of suitable storage facilities, the resulting costs, delays and quality risks are for the account and risk of the Customer.
13.4. Products that require refrigeration or freezing must be received, stored and handled immediately and correctly by the Customer.
13.5. From the moment of delivery, the Customer is responsible for correct storage, handling, temperature control and use of the products, unless mandatory law provides otherwise.
14. Transport costs
14.1. Transport costs, shipping costs, packaging costs, import/export costs and related costs are payable by the Customer, unless the parties have agreed otherwise in writing.
15. Packaging, transport and visible damage
15.1. If the packaging of a delivered product is opened, damaged or visibly affected on delivery, the Customer must have a note drawn up by the carrier, forwarder or delivery person before accepting the product, or must otherwise record the damage immediately and clearly.
15.2. The Customer must report visible damage to BT Ice creams as soon as possible after delivery, with photos and a clear description.
15.3. If the Customer arranges transport itself, the Customer must inspect the products and packaging before transport. Visible damage must be reported to BT Ice creams before transport starts. If the Customer fails to do so, BT Ice creams cannot be held liable for damage arising during or after transport arranged by the Customer.
16. Insurance
16.1. The Customer must adequately insure and keep insured the following items against fire, explosion, water damage, theft and other usual risks:
a. goods delivered that are necessary for the execution of the agreement;
b. goods owned by BT Ice creams that are present at the Customer’s premises;
c. goods delivered under retention of title.
16.2. At the first request of BT Ice creams, the Customer must provide the insurance policy or proof of insurance for inspection.
17. Storage
17.1. If the Customer collects, receives, stores or uses products later than the agreed delivery or collection date, the risk of quality loss, temperature deviation, spoilage, damage and additional costs is for the Customer.
17.2. Any additional costs caused by early, late or failed collection or delivery are for the Customer’s account.
17.3. The Customer must comply with all storage instructions, temperature requirements, expiry dates, food safety rules and handling instructions provided by BT Ice creams or required by law.
18. Guarantee and statutory rights
18.1. Products must comply with the agreement and applicable mandatory legal requirements.
18.2. For Consumers, nothing in these general terms and conditions limits or excludes mandatory statutory rights, including statutory guarantee rights.
18.3. For Business Customers, any guarantee applies only if and insofar as BT Ice creams has expressly agreed this in writing.
18.4. If BT Ice creams provides a commercial guarantee, that guarantee is an additional guarantee and does not affect mandatory statutory rights of Consumers.
18.5. For services, development work, advice, product development, production support and similar activities, BT Ice creams has a best-efforts obligation only, unless BT Ice creams expressly accepts a result obligation in writing.
19. Right of withdrawal for Consumers
19.1. If a Consumer has a legal right of withdrawal, BT Ice creams will inform the Consumer before the purchase and will provide the legally required information and withdrawal form.
19.2. The legal right of withdrawal does not apply where the law provides an exception, including but not limited to:
a. products that deteriorate quickly or have a limited shelf life;
b. customised or personalised products;
c. sealed products that cannot be returned for reasons of health protection or hygiene after the seal has been broken;
d. products that are inseparably mixed with other products after delivery;
e. other products or services excluded by mandatory law.
19.3. If an exception to the right of withdrawal applies, BT Ice creams will state this clearly when making the sale, insofar as required by law.
19.4. This article does not affect the Consumer’s statutory rights if a product is defective or does not comply with the agreement.
20. Performance of the agreement
20.1. BT Ice creams performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
20.2. BT Ice creams may have the agreed services, production work, transport, delivery or other activities performed in whole or in part by third parties.
20.3. Performance takes place after written or electronic acceptance by BT Ice creams and after payment of any agreed advance payment or provision of required security.
20.4. The Customer is responsible for ensuring that BT Ice creams can start and perform the agreement on time.
20.5. If the Customer does not provide required information, approvals, materials, specifications, delivery details, artwork, packaging information, labels, legal information, payment or cooperation on time, any resulting delay, additional costs, extra hours, loss of quality or impossibility of performance are for the Customer’s account and risk.
21. Customer’s duty to inform and cooperate
21.1. The Customer must provide all information, specifications, requirements and circumstances that are relevant for the quotation, order, production, delivery, use, resale, labelling, storage, transport or legal compliance of the products or services.
21.2. The Customer guarantees that all information provided to BT Ice creams is correct, complete and not misleading.
21.3. The Customer is responsible for checking whether the products are suitable for the Customer’s intended use, target market, storage conditions, transport conditions, resale method and legal obligations.
21.4. If the Customer resells, distributes, exports, relabels, repackages or processes products, the Customer is responsible for complying with all applicable laws and regulations, unless the parties have expressly agreed otherwise in writing.
22. Private label, white label, samples and product development
22.1. Any collaboration, product development, private label, white label, sampling, testing, production trial or supply relationship is limited to the specific work or order expressly accepted by BT Ice creams in writing.
22.2. Unless expressly agreed otherwise in a separate written agreement signed by BT Ice creams, BT Ice creams is not obliged to continue a collaboration, reserve production capacity, accept future orders, develop new products, produce repeat batches, maintain exclusivity, maintain prices or continue supplying the Customer.
22.3. Samples, prototypes, test products and product development work are provided for evaluation only, unless BT Ice creams expressly agrees otherwise in writing.
22.4. A sample, prototype or test product does not guarantee that BT Ice creams can or will produce, accept, supply or continue to supply the product commercially.
22.5. Product specifications, recipes, ingredients, production methods, textures, colours, flavours and packaging may vary within reasonable margins, unless BT Ice creams expressly agrees fixed specifications in writing.
22.6. Forecasts, expected volumes, launch plans, sales expectations and production estimates are non-binding unless BT Ice creams expressly confirms in writing that they are binding.
22.7. BT Ice creams may stop discussions or decline further collaboration before a new order or project has been accepted. Any accepted and performed work remains payable by the Customer.
23. Intellectual property
23.1. BT Ice creams retains all intellectual property rights, including copyrights, trademark rights, trade name rights, design rights, recipe rights, know-how, trade secrets, database rights and other rights relating to all designs, drawings, writings, recipes, production methods, data, images, sketches, models, samples, concepts, packaging, product ideas, documents, quotations, advice and other information created or provided by BT Ice creams, unless the parties have expressly agreed otherwise in writing.
23.2. The Customer may not copy, reproduce, disclose, show to third parties, use, modify, reverse engineer or otherwise exploit any intellectual property, confidential information, recipe, production method, sample, concept, design or other material of BT Ice creams without prior written permission from BT Ice creams.
23.3. The Customer may not use the name, trademarks, trade names, logos, product names, images or other branding of BT Ice creams without prior written permission.
23.4. If the Customer provides materials, designs, labels, packaging, brand names, recipes, instructions or other content to BT Ice creams, the Customer guarantees that their use does not infringe any rights of third parties and does not violate applicable law. The Customer indemnifies BT Ice creams against all claims relating to such materials or instructions.
24. Confidentiality
24.1. The Customer must keep confidential all information received from BT Ice creams in any form.
24.2. Confidential information includes all information concerning BT Ice creams that the Customer knows or can reasonably suspect is confidential, secret, commercially sensitive or harmful to BT Ice creams if disclosed.
24.3. Confidential information includes in any case recipes, production methods, product development, samples, pricing, margins, supplier information, business plans, technical information, customer information, know-how, trade secrets, designs, packaging information and other non-public information.
24.4. The Customer must take all necessary measures to keep confidential information secret and to prevent unauthorised disclosure or use.
24.5. The confidentiality obligation does not apply to information:
a. that was already public before the Customer received it;
b. that later becomes public without breach of confidentiality by the Customer;
c. that must be disclosed by law or by a competent authority, provided that the Customer informs BT Ice creams in advance where legally permitted.
24.6. The confidentiality obligation applies during the agreement and for 3 years after the agreement ends, unless the information qualifies as a trade secret or remains confidential by nature, in which case the confidentiality obligation continues as long as the information remains confidential.
25. Penalties
25.1. If the Customer breaches the provisions concerning confidentiality or intellectual property, the Customer forfeits to BT Ice creams an immediately payable penalty of EUR 1,000 per breach if the Customer is a Consumer and EUR 5,000 per breach if the Customer is a Business Customer.
25.2. In addition, the Customer forfeits a penalty of 5% of the applicable penalty amount for each day that the breach continues.
25.3. No actual damage, prior notice of default or legal proceedings are required for the forfeiture of a penalty.
25.4. The forfeiture of a penalty does not affect any other rights of BT Ice creams, including the right to claim performance, injunction, damages, compensation, costs and interest.
25.5. For Consumers, penalties apply only insofar as permitted by mandatory law and may be moderated by a competent court where required by law.
26. Indemnity
26.1. The Customer indemnifies BT Ice creams against all third-party claims related to:
a. products or services supplied by BT Ice creams in accordance with the Customer’s instructions;
b. incorrect or incomplete information provided by the Customer;
c. labels, packaging, claims, trademarks, designs, recipes or materials provided by the Customer;
d. resale, export, storage, handling, processing or distribution by the Customer;
e. breach of law or third-party rights by the Customer.
26.2. The indemnity includes damages, penalties, costs, legal fees, settlement amounts and other losses suffered by BT Ice creams.
27. Complaints
27.1. The Customer must examine delivered products and performed services as soon as possible after delivery or performance.
27.2. Visible defects, transport damage, incorrect quantities or incorrect products must be reported to BT Ice creams as soon as possible and preferably within 48 hours after delivery.
27.3. Hidden defects must be reported to BT Ice creams as soon as possible after discovery.
27.4. Business Customers must report complaints in writing within 7 days after discovery and in any case within 1 month after delivery or performance.
27.5. Consumers must report complaints within a reasonable period after discovery. A notification within 2 months after discovery is considered timely.
27.6. The Customer must provide a detailed description of the complaint, including photos, batch numbers, order numbers, delivery details, storage conditions and any other information needed for BT Ice creams to assess the complaint.
27.7. The Customer must demonstrate that the complaint relates to an agreement between the parties.
27.8. A complaint does not suspend the Customer’s payment obligations, unless mandatory law provides otherwise.
27.9. If a complaint relates to ongoing work, the complaint cannot require BT Ice creams to perform other work than agreed.
27.10. Products must not be returned without prior written permission from BT Ice creams.
28. Notices and notice of default
28.1. Any notice of default to BT Ice creams must be given in writing.
28.2. It is the responsibility of the Customer to ensure that a notice of default reaches BT Ice creams correctly and on time.
28.3. A notice of default must clearly describe the alleged breach and must give BT Ice creams a reasonable period to remedy the breach, unless mandatory law provides otherwise.
29. Joint and several liability
29.1. If BT Ice creams enters into an agreement with several Customers or if several persons or entities are responsible for the order, each of them is jointly and severally liable for all amounts due to BT Ice creams and for all obligations under the agreement.
30. Liability of BT Ice creams
30.1. BT Ice creams is liable only for damage suffered by the Customer if and insofar as the damage is caused by intent or gross negligence of BT Ice creams, unless mandatory law provides otherwise.
30.2. If BT Ice creams is liable for damage, liability is limited to direct damage that results from or is directly related to the performance of an agreement.
30.3. BT Ice creams is not liable for indirect damage, consequential damage, loss of profit, loss of revenue, loss of savings, loss of goodwill, reputational damage, business interruption, missed opportunities, damage to third parties or other indirect losses, unless mandatory law provides otherwise.
30.4. If BT Ice creams is liable, its liability is limited to the amount paid by its liability insurance for the relevant case. If the insurance does not pay or does not pay in full, liability is limited to the invoice amount for the specific order or part of the order to which the liability relates.
30.5. Images, photos, colours, drawings, descriptions, weights, dimensions, flavours, textures and product information on the website, in catalogues, in quotations or in other communications are indicative only and approximate, unless BT Ice creams expressly confirms them as binding in writing.
30.6. Minor deviations in colour, taste, texture, shape, weight, packaging, ingredients or presentation do not entitle the Customer to compensation, rejection, dissolution or suspension, unless the product no longer complies with the agreement or mandatory law provides otherwise.
30.7. Nothing in these general terms and conditions excludes or limits liability where exclusion or limitation is not permitted by mandatory law.
31. Expiry period
31.1. Every right of the Customer to compensation from BT Ice creams expires 12 months after the event from which the liability arises directly or indirectly, unless mandatory law provides otherwise.
31.2. This expiry period does not exclude the application of article 6:89 of the Dutch Civil Code where applicable.
31.3. There is no right to compensation with respect to goods or services that are not related to the production and sale of ice cream, such as used machinery, cars, equipment or other objects purchased by the Customer, unless mandatory law provides otherwise.
32. Dissolution
32.1. The Customer may dissolve the agreement if BT Ice creams imputably fails to fulfil its obligations, unless the shortcoming does not justify dissolution due to its special nature or minor significance.
32.2. If fulfilment by BT Ice creams is not permanently impossible, dissolution by the Customer may take place only after BT Ice creams is in default and has been given a reasonable opportunity to perform, unless mandatory law provides otherwise.
32.3. BT Ice creams may dissolve the agreement with the Customer in whole or in part if:
a. the Customer does not fully or timely fulfil its obligations;
b. the Customer fails to pay on time;
c. the Customer refuses to cooperate;
d. the Customer provides incorrect or incomplete information;
e. circumstances give BT Ice creams good grounds to fear that the Customer will not fulfil its obligations properly;
f. the Customer is liquidated, bankrupt, insolvent, subject to suspension of payment or debt restructuring, or otherwise unable to pay its debts;
g. performance would violate law, food safety requirements or third-party rights.
32.4. Dissolution does not affect payment obligations for products delivered, services performed, costs incurred, work already done, damages, penalties, interest and collection costs.
33. Force majeure
33.1. In addition to article 6:75 of the Dutch Civil Code, any shortcoming by BT Ice creams cannot be attributed to BT Ice creams if the shortcoming results from a circumstance beyond the will or reasonable control of BT Ice creams, or if fulfilment of the obligation cannot reasonably be required from BT Ice creams.
33.2. Force majeure includes, but is not limited to, emergency situations, war, civil unrest, riots, natural disasters, fire, flooding, epidemics, pandemics, government measures, transport problems, delays or failures by suppliers, shortages of ingredients, shortages of packaging, energy disruptions, electricity failures, internet failures, computer failures, cyber incidents, strikes, staff shortages, illness, machinery failure, production problems, contamination, food safety concerns, product recalls, bad weather, import/export restrictions and other disruptions.
33.3. If force majeure prevents BT Ice creams from fulfilling one or more obligations, those obligations are suspended for as long as the force majeure situation continues.
33.4. If a force majeure situation lasts at least 30 calendar days, both parties may dissolve the affected agreement in writing in whole or in part.
33.5. BT Ice creams does not owe damages or compensation in a force majeure situation, even if BT Ice creams obtains any advantage as a result of the force majeure situation.
34. Changes to the agreement
34.1. If, after conclusion of the agreement and before or during performance, it appears necessary or desirable to change or supplement the agreement, the parties will consult with each other in due time.
34.2. Changes to an accepted order are valid only if accepted by BT Ice creams in writing or electronically.
34.3. BT Ice creams may refuse any requested change to an accepted order.
34.4. If BT Ice creams accepts a change, any additional costs, delays, quality effects or consequences are for the Customer’s account, unless agreed otherwise in writing.
35. Changes to the general terms and conditions
35.1. BT Ice creams may amend or supplement these general terms and conditions.
35.2. Changes of minor importance may be made at any time.
35.3. Material changes will be communicated to the Customer where required by law or where reasonably appropriate.
35.4. Changes apply to new order requests, new orders, future deliveries and future agreements.
35.5. Changes do not apply to orders already accepted by BT Ice creams, unless the parties agree otherwise, the change is required by law, or the change is permitted under the agreement.
35.6. Consumers may have the right to terminate a continuing agreement in the event of a substantial change to the general terms and conditions, insofar as required by mandatory law.
36. Transfer of rights and obligations
36.1. The Customer may not transfer rights or obligations under an agreement with BT Ice creams to third parties without prior written consent from BT Ice creams.
36.2. This provision has property law effect as referred to in article 3:83 paragraph 2 of the Dutch Civil Code.
36.3. BT Ice creams may transfer its rights and obligations to a group company, successor, purchaser of its business or third party involved in the performance of the agreement, unless mandatory law provides otherwise.
37. Consequences of nullity or voidability
37.1. If one or more provisions of these general terms and conditions are null, voidable or unenforceable, this does not affect the validity of the other provisions.
37.2. A null, voidable or unenforceable provision will be replaced by a valid provision that comes as close as possible to the purpose and meaning of the original provision.
38. Applicable law and competent court
38.1. Dutch law applies exclusively to all offers, quotations, order requests, orders, agreements, deliveries, services, collaborations and other legal relationships between BT Ice creams and the Customer.
38.2. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is excluded, unless mandatory law provides otherwise.
38.3. Disputes between BT Ice creams and Business Customers will be submitted exclusively to the competent court in the district where BT Ice creams is established, unless mandatory law provides otherwise.
38.4. For Consumers, the competent court will be determined in accordance with mandatory law.
39. Company details
BT Ice creams
Taag 61
2491 CS Den Haag
The Netherlands
Telephone: +31 6 18116492
Chamber of Commerce number: 08175666
VAT number: NL002387087B44
EORI number: NL4838750439
IBAN: NL32ABNA0560454635